Common use of Resale Registration Statement Clause in Contracts

Resale Registration Statement. (a) Parent shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date), a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until the end of the Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange Act.

Resale Registration Statement. (a) Parent shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable following the Closing Date Within ninety (but in no event later than thirty (3090) days following after the Closing Date), Parent shall file (the date of such filing, the (“Filing Date”) with the SEC a Registration Statement for an offering to be made registration statement on a continuous basis, pursuant to Rule 415 of Form S-1 under the Securities Act (including any amendment, supplement or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectivelynew registration statement contemplated herein, the “HoldersRegistration Statement”), providing for the offering and sale or other disposition by the Company’s Securityholders of (A) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), to be issued to such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 Company Securityholders at Closing (the “Resale Shelf Registration Statement” Closing Shares”) and any CBA (B) the maximum number of Contingent Shares that may be issued (together with the Closing Consideration or Pubco Shareholder Issuance so registeredShares, the “Registrable Consideration Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available Parent agrees to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement and each registration statement filed pursuant to be declared the next sentence to become effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day practicable after the Filing Date or date specified in the next sentence, as applicable. If the actual number of Consideration Shares exceeds the number of shares registered under the Registration Statement for any reason, Parent shall file, within thirty (30) days after Parent has notice that the number of Consideration Shares exceeds the number of shares registered under the Registration Statement, an amendment to the Registration Statement or file a new registration statement on Form S-1 (or Form S-3 if Parent is notified (orally or in writing, whichever is earlierthen eligible to use Form S-3 for a secondary offering) covering the resale to the public by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject Company Securityholders of all such excess Consideration Shares. The Company Securityholders shall cooperate with and provide such assistance to further review and shall provide prompt notice to the Holders of such effectiveness; providedParent, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are request, in connection with any registration and sale of the Consideration Shares, including without limitation, accurately completing and executing customary selling securityholder questionnaires within thirty (30) days after the Closing Date. Parent shall pay (X) all expenses incurred by it in complying with its obligations under this Section 5.13, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of a selling stockholder counsel for Parent, accountant for Parent and other advisors or persons retained by Parent in similar situationsconnection with the filing, and (Y) the reasonable fees and expenses of one counsel for the Company Securityholders, such fees and expenses not to exceed Twenty-Five Thousand Dollars ($25,000). (b) CBA Member Parent agrees that it will (A) prepare and file with the SEC, any amendments or supplements to the Registration Statement or prospectus which may be necessary to keep the Registration Statement effective and to comply with all applicable federal the provisions of the Securities Act with respect to the offer and state securities Laws in connection with sale of the Consideration Shares covered by the Registration Statement until the earliest to occur of (i) the date upon which the resale of Registrable all such Consideration Shares pursuant to is completed, (ii) three (3) years following the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part effective date of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause and (iii) the Resale Shelf Registration Statement to be continuously effective until date upon which all such time as all Registrable Consideration Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under sold to the public in accordance with Rule 144 or another similar exemption under the Securities Act (“Rule 144”) by a person that is not an “affiliate” (as defined in Rule 144) of Parent without manner regard to any of sale the conditions specified therein (other than the holding period requirement in paragraph (d) of Rule 144 so long as such holding period requirement is satisfied at such time of determination) or volume restrictions any rule of similar effect (such period, the “Registration Period”); (B) prepare and promptly file with the SEC and promptly notify counsel for the Company Securityholders of registered Consideration Shares covered by the Registration Statement (the “Recipients”) of the filing of such amendment or supplement to the Registration Statement or prospectus as may be necessary to correct any statement therein or omission therefrom if, at any time when a prospectus relating to such Consideration Shares is required to be delivered under the Securities Act, any event with respect to Parent shall have occurred as a result of which any prospectus would include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading; (C) in case the Recipients are required to deliver a prospectus, prepare promptly such amendment or amendments to the Registration Statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act; (D) respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Registration Statement or any amendment thereto and as promptly as reasonably practicable provide the counsel for the Company Securityholders copies of all correspondence from and to the SEC relating to the Registration Statement; and (E) use its commercially reasonable efforts to avoid the issuance of or, if issued, obtain the withdrawal of: (1) any order suspending the effectiveness of the Registration Statement; or (2) any suspension of the qualification (or exemption from qualification) of any of the Consideration Shares for sale in any jurisdiction, as soon as reasonably practicable. (c) Parent shall advise counsel for the Company Securityholders promptly after Parent shall receive notice or obtain knowledge of any of the following events: (A) the SEC notifies Parent whether there will be a “review” of the Registration Statement; (B) the SEC comments in writing on the Registration Statement (in which case Parent shall deliver to counsel for the Company Securityholders a copy of such comments and of all written responses thereto); (C) the SEC or any other Governmental Entity in writing requests any amendment or supplement to the Registration Statement or related prospectus or requests additional information related thereto; (D) the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement or amendment thereto or of the initiation or threatening of any proceedings for that purpose; or (E) Parent receives notice in writing of any suspension of the qualification or exemption from qualification of any Consideration Shares for sale in any jurisdiction, or the initiation or threat of any legal proceeding for such purpose. (d) From It shall be a condition precedent of Parent’s obligations under this Section 5.13 to include the date Parent Common Stock held by a particular Company Securityholder in the Registration Statement or any amendments thereto that such holder furnish to Parent such information concerning their holdings of this Agreement until securities of Parent and the end proposed method of sale or other disposition of the Consideration Shares and such other information and undertakings as shall be required and reasonably requested by Parent in connection with the preparation and filing of the Registration Period, Statement and any amendments thereto covering all or part of the Consideration Shares in order to assist Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file complying with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange Act. (e) Parent may only suspend the availability of any Registration Statement and the use of any related prospectus if Parent furnishes to the Company Securityholders a certificate signed by a responsible officer of Parent stating that in the good faith judgment of Parent’s Board of Directors: (A) the offering could reasonably be expected to materially interfere with an acquisition, corporate reorganization, financing or other material transaction then under consideration by Parent or (B) there is some other material development relating to the operations or condition (financial or other) of Parent that has not been disclosed to the general public and as to which it is in Parent’s best interests not to disclose; provided, however, that any period during which the availability of any Registration Statement and any related prospectus may be suspended pursuant to this Section 5.13 may not exceed ninety (90) days in the aggregate during any twelve (12)-month period; provided further, that Parent may not so suspend the Registration Statement or cause the Company Securityholders to discontinue sales under the Registration Statement or related prospectus more than once in any calendar year. (f) Parent shall (A) furnish to counsel for the Company Securityholders a reasonable period of time prior to the filing of a Registration Statement with the SEC to afford the Company Securityholders and their counsel a reasonable opportunity for review, a copy of each Registration Statement, and each amendment thereof, and a copy of each related prospectus, and each amendment or supplement thereto (excluding amendments caused by the filing of a report under the Exchange Act), and shall reasonably consider reflecting in each such document, when so filed with the SEC, such comments as the counsel for the Company Securityholders may reasonably propose therein; and (B) include information regarding the Company Securityholders and the methods of distribution they have elected for their Consideration Shares provided to Parent in the selling securityholder questionnaires as necessary to permit such distribution by the methods specified therein. (g) Parent shall ensure that (A) any Registration Statement and any amendment thereto and any prospectus forming a part thereof and any amendment or supplement thereto comply in all material respects with the Securities Act and the rules and regulations thereunder; (B) any Registration Statement and any amendment thereto does not, when it becomes effective, 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 (C) any prospectus forming a part of any Registration Statement, and any amendment or supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that Parent makes no representation with respect to any information provided in the selling securityholder questionnaires or otherwise by or on behalf of the Company Securityholders. (h) Parent covenants that it shall use commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner during the Registration Period. Parent further covenants that, during the Registration Period, it will take such further commercially reasonable action as any Company Securityholder may request, all to the extent required from time to time to enable such holder to sell the Consideration Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. Parent further covenants that in the event Parent fails, in violation of this Section 5.13, to take any commercially reasonable actions required to enable any Company Securityholder to sell the Consideration Shares pursuant to Rule 144 during the Registration Period, Parent will use commercially reasonable efforts to take any such actions as may be required to again enable the Company Securityholders to sell pursuant to Rule 144.

Resale Registration Statement. (a) Within 45 days after the Effective Time, Parent shall prepare and file or cause to be prepared and filed with the SEC, and thereafter use its commercially reasonable best efforts to have declared effective as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date)practicable, a “shelf” registration statement on Form S-3 (or if Parent is not eligible to use Form S-3, any other form that Parent is eligible to use) (a “Shelf Registration Statement for an offering to be made on a continuous basis, Statement”) pursuant to Rule 415 of promulgated under the Securities Act or any successor thereto, registering covering the resale from time to time (i) by CBA Member, its Affiliates (former affiliates of the Company as defined set forth in Section 5.7(d) of the Stockholder Agreement), such Affiliates Company Disclosure Letter including any former affiliates of the Company who may following the consummation of the Merger and the other transactions contemplated hereby will be current affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement (the “Affiliate Stockholders”) of shares of Parent Common Stock issued pursuant to Section 7.9 named this Agreement as consideration and (ii) by holders of Company Warrants (“selling shareholders” therein (collectively, the “Company Warrant Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired issuable upon exercise of Company Warrants or warrants issued by the CBA Member, its Affiliates Parent in exchange therefor (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registeredcollectively, the “Registrable Shares”). The Resale In its discretion, Parent will be permitted to register any other shares for resale by other eligible selling stockholders using the Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3Statement. Parent shall use commercially reasonable efforts to cause keep the Resale Shelf Registration Statement to be declared continuously effective as soon as possible after filing but no later than and usable for the resale of the Registrable Shares covered thereby for a period commencing on the date on which the SEC declares such Shelf Registration Statement effective and ending on the earlier of (i) 180 days following the Closing Date and (iix) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition which all of the Registrable Shares as shall be reasonably requested by first become eligible for resale pursuant to Rule 145 under the Parent to effect Securities Act without restriction or (y) the registration first date upon which all of the Registrable Shares, and the Holders shall execute Shares covered by such documents in connection with Shelf Registration Statement have been sold pursuant to such registration as Parent may reasonably request that are customary of a selling stockholder in similar situationsShelf Registration Statement. (b) CBA Member agrees Parent may, by written notice to comply with all the Affiliate Stockholders and Company Warrant Holders, (i) delay the filing or effectiveness of the Shelf Registration Statement for up to thirty (30) days, or for such longer period, as a result of restraints or restrictions under applicable federal Law or (ii) suspend the Shelf Registration Statement after effectiveness and state securities Laws in connection with require that the resale Affiliate Stockholders and Company Warrant Holders immediately cease sales of Registrable Shares shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement (A) for a period of not more than thirty (30) consecutive days or seventy-five (75) days in the aggregate during any supplement to any prospectus forming twelve (12) consecutive calendar months, in the event that Parent files a part of the Resale Shelf Registration Statement contains registration statement (other than a Material Misstatement and shall use commercially reasonable efforts to supplement registration statement on Form S-8 or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1its successor form) Business Day following the filing thereof with the SEC. Upon being notified by Parent SEC for a then pending public offering of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented its securities or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (cB) Following declaration of following the effectiveness of the Resale Shelf Registration Statement, for no longer than twenty (20) consecutive trading days if an event has occurred or Parent shall use commercially reasonable efforts has entered into a transaction which Parent determines in good faith must be disclosed in order for Parent to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until the end of the Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file comply with the SEC in a timely manner all reports and other documents required to be filed by public disclosure requirements imposed on Parent under the Securities Act and in connection with the Exchange ActResale Registration Statement, provided, that in respect of all such events or occurrences Parent shall not suspend the effectiveness of the Resale Registration Statement for more than forty (40) trading days in the aggregate in any twelve (12) consecutive calendar months.

Resale Registration Statement. Veracyte agrees that it will file a prospectus supplement to Veracyte’s registration statement on Form S-3ASR filed May 2, 2019 (aFile No. 333-231173) Parent shall prepare and file (or cause another registration statement on Form S-3ASR, or, only if Veracyte is then ineligible to be prepared and filed with use Form S-3ASR, such other form under the SEC, as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing DateSecurities Act then available to Veracyte), a Registration Statement providing for an offering to be made on a continuous basis, the resale pursuant to Rule 415 from time to time, and on a continuing basis, by NanoString, of the Registrable Securities (such registration statement, including the prospectus, any pre-effective or post-effective amendments and supplements thereto, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, therein being hereinafter referred to as the “Resale Registration Statement” and such prospectus supplement, including the base prospectus included in the Resale Registration Statement, the “Resale Prospectus Supplement”). Veracyte agrees to file the Resale Prospectus Supplement within ninety (90) after the Closing Date. Veracyte will be permitted to postpone or suspend (upon written notice to NanoString) the filing or use of the Resale Prospectus Supplement or the Resale Registration Statement (on one or more occasions) if the disclosure requirements of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale Resale Registration Statement would require Veracyte to include material non-public information (including information to supplement, update or correct existing disclosures) that has not theretofore been included or incorporated by reference in the Resale Registration Statement, Veracyte’s Board of Registrable Shares Directors has determined in its reasonable judgment that Veracyte has a bona fide business reason not to disclose such material information and Veracyte is not otherwise required to disclose such material non-public information pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery Securities Act or the Exchange Act; provided, that the Resale Shelf Registration Statement aggregate number of days Veracyte shall be permitted to so postpone or any supplement to any prospectus forming a part suspend the use of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement Prospectus Supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement shall not exceed fifteen (15) consecutive days or an aggregate of forty-five (45) days in any period of twelve (12) consecutive months. NanoString hereby agrees with Veracyte that it may not participate in any underwritten offering with respect to be continuously effective until such time as all the Registrable Shares covered by such Resale Shelf Registration Statement Securities hereunder unless (ia) have been sold (whether pursuant Veracyte gives its prior written consent to such Resale Shelf Registration Statement or otherwiseunderwritten offering and (b) or (ii) may the managing underwriter and underwriters thereof shall be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”)designated by Veracyte. (d) From the date of this Agreement until the end of the Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange Act.

Resale Registration Statement. (a) Parent shall prepare and file or cause to be prepared and filed with the SEC, as As soon as practicable following (and in any event within one hundred and twenty (180) calendar days of the Closing Date date on which the Initial Public Offering closes (but in no event later than thirty (30) days following the Closing “Filing Date”)), the Company shall file a Registration Statement for an offering to be made registration statement on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 Form S-1 (the “Resale Shelf Registration Statement” ”) providing for the resale by the Purchasers of the Conversion Shares and the Consideration Shares or shall include such Conversion Shares and Consideration Shares in any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, other registration statement on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale)filed by the Company. If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent The Company shall use commercially reasonable efforts to cause such registration to become effective within sixty (60) days following the Filing Date (unless the Commission notified the Company that it will perform a “full” review of the Resale Shelf Registration Statement, in which case the Company shall cause such registration to become effective within ninety (90) days following the Filing Date such 60-day or 90-day period is referred to as the “Effectiveness Date”), and to keep such Resale Registration Statement to be amended by effective at all times (except for any periods in connection with the filing of post-effective amendment amendments as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement reasonably determined by Company’s counsel to be declared effective as soon as possible after filing but required) until no later than Purchaser owns any Notes and Conversions Shares issuable upon conversion of the earlier of Notes or any Consideration Shares. (b) If: (i) 180 days following the Closing Date and Resale Registration Statement is not filed on or prior to its Filing Date, (ii) if the tenth Company fails to file with the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (10th5) Business Day after Trading Days of the date Parent that the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission that the such Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice review, or (iii) a Resale Registration Statement registering for resale all of the Securities to be registered thereunder (the Holders of such effectiveness; provided, however, that Parent’s obligations to include the “Registrable Shares held Securities”) is not declared effective by the Holders in Commission by the Effectiveness Date, or (iv) after the effective date of the Resale Shelf Registration Statement, such Resale Registration Statement are contingent upon ceases for any reason to remain continuously effective as to all Registrable Securities included in such Resale Registration Statement, or the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition holders of the Registrable Shares Securities (the “Holders”) are otherwise not permitted to utilize the prospectus included therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), 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 (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as an “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 be reasonably requested 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 the product of 2.0% multiplied by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute aggregate Subscription Amount paid by such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares Holder pursuant to the Resale Shelf Registration StatementPurchase Agreement. Parent shall notify CBA Member promptly upon discovery 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 8% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of Holder, accruing daily from the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend date such prospectus as promptly as practicable so that partial liquidated damages are due until such prospectus will not contain amounts, plus all such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicableinterest thereon, but no later than one (1) Business Day following the filing thereof with the SECare paid in full. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares The partial liquidated damages pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies terms hereof shall apply on a daily pro rata basis for any portion of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that month prior to the then current prospectus may be usedcure of an Event. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until the end of the Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange Act.

Resale Registration Statement. (a) Parent Prior to the Closing Date, the Company shall prepare and file with the Commission a registration statement on Form S-3 or cause any successor thereto to be prepared register offers and sales of New Notes and Exchange Shares by the Holders pursuant to Rule 415 under the Securities Act (the “Resale Registration Statement”). (A) The Resale Registration Statement filed with the SECCommission shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, as soon as practicable of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (but in no event later than thirty (30) days following the Closing Date), a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectivelydate, the “HoldersTermination Date”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Memberperiod from and after the Closing Date to the Termination Date, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable SharesPeriod”). The Resale Shelf Registration Statement Company shall take all action as may be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 necessary or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such advisable so that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause issuance of the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders New Notes and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Exchange Shares, and the Holders shall execute such documents other transactions contemplated by this Agreement may be effected in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection accordance with the resale applicable provisions of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until the end of the Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange ActAct and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement thereto.

Resale Registration Statement. (a) Parent shall prepare and The Buyer agrees that, within 90 days following Completion, it will file a registration statement on Form S-3, or cause to be prepared and filed with such other form under the SECSecurities Act of 1933, as soon as practicable following amended (the Closing Date (but in no event later than thirty (30“Securities Act”) days following then available to the Closing Date)Buyer, a Registration Statement providing for an offering to be made on a continuous basis, the resale pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time time, and on a continuing basis, by CBA Member, its Affiliates each holder thereof (as defined in the Stockholder Agreementeach a “Holder”), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration Registrable Securities (such registration statement, including the prospectus, any pre-effective or post-effective amendments and Pubco Shareholder Issuancesupplements thereto, all exhibits thereto and all shares of Parent Class A Common Stock acquired material incorporated by the CBA Memberreference or deemed to be incorporated by reference, its Affiliates (if any, therein being hereinafter referred to as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent Buyer shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that United States Securities and Exchange Commission (the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of Commission”) as promptly as practicable following such effectivenessfiling; provided, however, that Parent’s obligations the Buyer will be permitted to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent postpone or suspend (upon the Holders timely furnishing in writing written notice to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (ion one or more occasions) have been sold if (whether pursuant to such x) the Buyer’s Board of Directors determines in its reasonable judgment that the filing or effectiveness of the Resale Shelf Registration Statement would have a material adverse effect on any proposal or otherwiseplan by the Buyer to engage in any debt or equity offering, material acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction, or (iiy) may be transferred under Rule 144 or another similar exemption under the disclosure requirements of the Securities Act without manner in connection with the Resale Registration Statement would require the Buyer to include material information (including information to supplement, update or correct existing disclosures) that has not theretofore been included or incorporated by reference in the Resale Registration Statement and the Buyer’s Board of sale Directors has determined in its reasonable judgment that the Buyer has a bona fide business reason not to disclose such material information; provided, that the aggregate number of days the Buyer shall be permitted to so postpone or volume restrictions (such period, suspend the “Registration Period”). (d) From the date of this Agreement until the end effectiveness of the Resale Registration PeriodStatement shall not exceed an aggregate of ninety (90) days in any period of twelve ((12) consecutive months); and further provided, Parent that the period of effectiveness referred to in paragraph 1.4.1 below shall make and keep public information available, as those terms are understood and defined in Rule 144 under be extended by the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange Actduration of any such suspension of effectiveness.

Resale Registration Statement. (a) Parent shall prepare and file or cause to be prepared and filed with the SEC, as As soon as reasonably practicable following after the Closing Effective Date (but in no event later than thirty (30) days following the Closing Date), a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 150 days following the Closing Effective Date and or (ii) parent's public release of its financial results for the tenth (10th) Business Day after third quarter of 1998, Parent shall prepare and file with the date Parent is notified (orally SEC a Registration Statement on Form S-3 or in writingother appropriate form pursuant to Rule 415 under the Securities Act, whichever is earlier) or other similar rule of the SEC covering the resale by the SEC that Stockholders of 50% of the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities shares of Parent Common Stock issued to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws them in connection with the resale Merger (the "Resale Registration Statement"). The Company shall, promptly after any request by Parent, furnish to Parent all financial statements and other information as may be requested by Parent in connection with preparation and filing of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use all commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective and to keep the Resale Registration Statement continuously effective for a period of two years following the Closing Date, or, if sooner, until the date on which the Stockholders have disposed of such 50% of the shares of Parent Common Stock issued to them in connection with the Merger. Parent further agrees, if necessary during the time that the Resale Registration Statement is required to be maintained effective, to amend or supplement the Resale Registration Statement when required by the registration form, by the instructions applicable to such form, or by the Securities Act or the rules and regulations thereunder. (b) Parent agrees to furnish promptly to each Stockholder such number of copies of the Resale Registration Statement, any amendments thereto, any documents incorporated by reference therein, the prospectus included in the Resale Registration Statement, including any preliminary prospectus, and such other documents as all Registrable Shares such Stockholder may reasonably request in writing in order to facilitate the disposition of the shares of Parent Common Stock covered by such the Resale Shelf Registration Statement (i"Registered Stock"). (c) have been sold (whether pursuant Parent agrees to such Resale Shelf Registration Statement or otherwise) or (ii) may promptly notify each holder of Registered Stock, at any time when a prospectus relating thereto is required to be transferred under Rule 144 or another similar exemption delivered under the Securities Act without manner Act, of sale the occurrence of an event requiring the preparation of a supplement to such prospectus or volume restrictions (an amendment of the Resale Registration Statement necessary in order to maintain the effectiveness of the Resale Registration Statement and to ensure that such periodprospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and to promptly file with the “SEC and make available to such holder any such supplemented prospectus or amended Resale Registration Period”)Statement. (d) From the date Each Stockholder agrees that, upon receipt of this Agreement until the end written notice from Parent of the Registration Periodhappening of any event of the kind described in Section 8.13(c) hereof, Parent shall make and keep public such Stockholder will treat such information availableas confidential, as those terms are understood and defined in Rule 144 under will immediately discontinue the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange Act.disposition of Registered

Resale Registration Statement. (a) Parent shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date), a Any Resale Registration Statement for an offering to be made on shall include a continuous basis“final” prospectus, pursuant to Rule 415 including the information required by Item 507 of Regulation S-K of the Securities Act or any successor theretoAct, registering as provided by the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all Noteholders of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired Promissory Notes covered by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” . Notwithstanding the foregoing, before filing the Resale Registration Statement, Company shall furnish to the Noteholders of Promissory Notes covered by such Resale Registration Statement a copy of the Resale Registration Statement and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, afford the “Registrable Shares”)Noteholders of the Promissory Notes a reasonable opportunity to review and comment on the Resale Registration Statement. The Resale Shelf Registration Statement Noteholders shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice furnish to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent Company such information regarding the Holders, the securities of Parent to be held by the Holders themselves as Company may reasonably request and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents required in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the any Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement referred to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus in this Agreement. The Noteholders agree to, as promptly as practicable so (and in any event prior to any sales made pursuant to a prospectus), furnish to Company all information required to be disclosed in order to make the information previously furnished to Company by the Noteholders not misleading. Prior to the Effective Date, Broad shall have provided to Company evidence, in form and substance satisfactory to Company, that such prospectus will not contain such Material Misstatement Broad’s designees, if any, have consented to (i) receive a Promissory Note, (ii) deliver a certificate as required by Section 3.6.8 (Representations and shall Warranties by Broad), (iii) provide all requisite information in a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof timely fashion with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant respect to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders (iv) be named as selling stockholders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause including having the amount of Promissory Notes and Note Shares held by each such Noteholder disclosed in the prospectus or a prospectus supplement under the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”)Statement. (d) From the date of this Agreement until the end of the Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange Act.

Resale Registration Statement. (a) Parent shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date), a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent DXL shall use commercially reasonable best efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until the end of the Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, prepare and file with the SEC within thirty (30) calendar days of the Closing a registration statement of DXL (the “Resale Registration Statement”) registering the resale by the FBB Stockholders (the “FBB Selling Stockholders”) of the Merger Consideration issued in a timely manner connection with this Agreement and the Transactions. DXL will use its reasonable best efforts to ensure that the Resale Registration Statement, together with the documents incorporated by reference therein, complies as to form in all reports and other documents required to be filed by Parent under material respects with the applicable provisions of the Securities Act and the Exchange Act, as applicable. (b) If the Resale Registration Statement is not an Automatic Shelf Registration Statement, DXL shall use its reasonable best efforts to have the Resale Registration Statement declared effective under the Securities Act as soon as practicable after such Resale Registration Statement is filed. Once declared effective, or, if DXL is eligible to file the Resale Registration Statement on Form S-3 pursuant to Rule 462(e) under the Securities Act (an “Automatic Shelf Registration Statement”), and such Resale Registration Statement is an Automatic Shelf Registration Statement, once the Resale Registration Statement is filed, DXL shall, subject to the other applicable provisions of this Agreement, use reasonable best efforts to cause the Resale Registration Statement to be continuously effective and usable until the date that is the 36-month anniversary of the Closing Date, or such earlier time as (i) all shares of DXL Common Stock covered by such Resale Registration Statement (as used in this ‎Section 6.02, “Registrable Securities”) have been sold pursuant to such Resale Registration Statement or otherwise or (ii) no FBB Significant Stockholder is an “affiliate” of DXL or owns at least 1% of the total DXL Common Stock then outstanding; provided, that if, during the period between (1) the 36-month anniversary and (2) the first date that no FBB Significant Stockholder (A) on an individual basis, directly holds five percent (5%) or more of the total DXL Common Stock then outstanding and (B) is an Affiliate of DXL (regardless of ownership percentage), DXL has not yet completed the Maximum Number of Takedowns at the request of any FBB Significant Stockholder permitted pursuant to ‎Section 6.02(d) hereof, DXL shall, upon receipt of a valid Demand Notice delivered at least ten (10) Business Days in advance by any FBB Significant Stockholder requesting that DXL facilitate a takedown pursuant to ‎Section 6.02(d) hereof, again file a Resale Registration Statement (or a registration statement on any such other form as DXL deems appropriate), which may be an Automatic Shelf Registration Statement, if DXL is so eligible, and facilitate a “takedown” (which may include Underwritten Offerings) pursuant to this ‎Section 6.02, and shall have no further obligation to cause such Resale Registration Statement (or such other form) to be effective and usable beyond the completion of such takedown; provided, further, however, that DXL shall not be deemed to have breached its obligations under this ‎Section 6.02, (x) if DXL shall fail to fulfill its obligations under this ‎Section 6.02 at a time when trading of DXL Common Stock has been suspended under DXL’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies, including if DXL reasonably believes that it is in possession of material nonpublic information involving DXL, the failure of which to be disclosed in the prospectus included in the Resale Registration Statement could result in a violation of applicable Law or (y) if FBB has failed to perform or comply with its covenants in this ‎Section 6.02; provided, that the number of such suspensions or delays under this ‎Section 6.02(b) shall not exceed two in any twelve (12) month period following the Closing Date (and in total the suspensions or delays shall not exceed a suspension or delay of more than ninety (90) calendar days during any such twelve (12) month period). (c) Prior to the Effective Time, FBB shall cooperate (and use its reasonable best efforts to cause its Representatives to cooperate) with DXL, and use reasonable best efforts to promptly furnish to DXL (and use its reasonable best efforts to cause its Representatives to furnish) all information concerning it as is required by the SEC to be included in the Resale Registration Statement (including any financial statements required to be included therein or incorporated therein by reference) or in connection with DXL’s SEC reporting obligations related to this Agreement or the Transactions. Without limiting the foregoing, prior to the Effective Time, FBB shall use reasonable best efforts to provide (and use its reasonable best efforts to cause its Representatives to provide, as applicable) (i) audited annual and unaudited interim financial statements (including footnotes) that are timely reviewed by FBB’s independent auditor for the periods required to be included or incorporated by reference in the Resale Registration Statement, (ii) the consent of FBB’s independent auditor to include or incorporate by reference audited financial statement reports in the Resale Registration Statement, (iii) information necessary to enable DXL to prepare required pro forma financial statements and related footnotes and (iv) any other information required to be included or incorporated by reference in the Resale Registration Statement, or in connection with DXL’s SEC reporting obligations related to this Agreement or the Transactions. FBB shall use its commercially reasonable efforts to cause each FBB Stockholder, no later than thirty (30) calendar days prior to the Closing, to deliver all documentation, in form and substance reasonably acceptable to DXL, necessary to determine whether or not such FBB Stockholder is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act). Notwithstanding the foregoing, DXL may determine in its reasonable discretion that any such FBB Stockholder is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act). (d) Upon the written request (each, a “Demand Notice”) delivered at least ten (10) Business Days in advance by any FBB Significant Stockholder who (x) on an individual basis, directly holds five percent (5%) or more of the total DXL Common Stock then outstanding, or (y) is an Affiliate of DXL (regardless of ownership percentage), at any time and from time to time that the Resale Registration Statement is effective, DXL shall use commercially reasonable efforts to facilitate a “takedown” (which may include Underwritten Offerings) of all or any portion of such FBB Significant Stockholder’s Registrable Securities off of such Resale Registration Statement, based on the dollar amount or number of Registrable Securities specified in writing by such FBB Significant Stockholder to DXL. Notwithstanding the foregoing, DXL shall not be obligated to facilitate (i) a takedown unless such takedown shall include Registrable Securities proposed to be sold by such FBB Significant Stockholder with a total offering price reasonably expected to equal or exceed, in the aggregate, $10,000,000 (or, if less, 33% of the total number of Registrable Securities received by the FBB Significant Stockholder which submitted the Demand Notice) or (ii) more than the Maximum Number of Takedowns per such FBB Significant Stockholder under this ‎Section 6.02(d) and, in any event, shall not be obligated to facilitate a takedown under this ‎Section 6.02(d) during a closed trading window period or if DXL reasonably believes that it is or may be in possession of material nonpublic information involving DXL, the failure of which to be disclosed in the prospectus included in the Resale Registration Statement or the documents incorporated by reference therein could result in a violation of applicable Law, in which case the filing of the applicable prospectus or prospectus supplement may be delayed until the earlier of the second Business Day after DXL ceases to be in such possession and the ninetieth (90th) calendar day after receipt by DXL of the written request from such FBB Significant Stockholder to effect a takedown under this ‎Section 6.02(d); provided, that the number of any such delays or any delay pursuant to ‎Section 6.02‎(b) shall not exceed two in any twelve (12) month period following the Closing Date (and no more than ninety (90) calendar days in any twelve (12) month period). In connection with any takedown pursuant to this ‎Section 6.02(d), DXL will as expeditiously as possible enter into such customary agreements (including an underwriting agreement in customary form with underwriters selected by such FBB Significant Stockholder and reasonably agreeable to DXL that shall consist of reputable nationally recognized investment banks), which shall include (x) customary indemnification provisions and procedures and (y) customary representations and warranties to the underwriters, with respect to the business of DXL and its Subsidiaries, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings, and take such other actions as the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities. A FBB Significant Stockholder that delivers a Demand Notice shall have the right to terminate (x) on a reasonable basis, any takedown pursuant to ‎Section 6.02 at least two (2) Business Days prior to the “launch” of any marketing efforts of such takedown, and DXL shall not be deemed to have facilitated a takedown pursuant to ‎Section 6.02 (i.e., it will not count as one of the Maximum Number of Takedowns to which such FBB Significant Stockholder is entitled); and (y) one takedown in any twelve

Resale Registration Statement. (a) Parent Purchaser shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable following the Closing Date (but in no event later than thirty sixty (3060) days following the Closing Date), a Registration Statement registration statement for an offering to be made on a continuous basis, pursuant to Rule 415 of the Securities Act (or any successor thereto), registering the resale from time to time by CBA MemberSellers, its Affiliates (as defined in the Stockholder Agreement)Seller Representative, such Affiliates of Parent set forth on Schedule 7.4(a)their respective Affiliates, and any other Person identified by written notice to Purchaser from the Seller Representative who executes an Additional Purchase Subscription becomes a permitted transferee of Sellers under this Agreement pursuant to Section 7.9 named as “selling shareholders” therein and holds Registrable Securities (collectively, the “Holders”) of all shares of Purchaser Common Stock comprising the CBA Closing Equity Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by Holdback Shares issued to the CBA Member, its Affiliates (as defined in the Stockholder Holders pursuant to this Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant shares of Purchaser Common Stock issued or distributed to Section 7.9 the Holders in respect of the Closing Equity Consideration or Holdback Shares (the “Resale Shelf Registration Statement,” and any CBA Closing Consideration or Pubco Shareholder Issuance so registeredsuch securities, the “Registrable SharesSecurities”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent Purchaser shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 one hundred eighty (180) days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent Purchaser is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review review, and shall provide prompt notice to the Holders of such effectiveness; provided, however, that ParentPurchaser’s obligations to include the Registrable Shares Securities held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent Purchaser such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares Securities as shall be reasonably requested by the Parent Purchaser to effect the registration of the Registrable SharesSecurities, and the Holders shall execute such documents in connection with such registration as Parent Purchaser may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member Each Seller agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares Securities pursuant to the Resale Shelf Registration Statement. Parent Purchaser shall notify CBA Member the Seller Representative promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement Misstatement, and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement Misstatement, and shall provide a copy of such supplemented or amended prospectus to CBA Member the Seller Representative as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent Purchaser of any Material Misstatement, CBA Member each Holder shall refrain from selling any Registrable Shares Securities pursuant to the Resale Shelf Registration Statement until such holder Holder receives from Parent Purchaser copies of a supplemented or amended prospectus prepared and filed by ParentPurchaser, or until Parent Purchaser notifies such holders Holder in writing that the then then-current prospectus may be used.. SMRH:4901-0758-8460.26 -61- 102825 80VE-419046 US-DOCS\165155399.10 (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent Purchaser shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares Securities covered by such Resale Shelf Registration Statement either (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until the end of the Registration Period, Parent Purchaser shall (i) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and (ii) file with the SEC in a timely manner all reports and other documents required to be filed by Parent Purchaser under the Securities Act and the Exchange Act.

Resale Registration Statement. Buyer agrees that it will file a prospectus supplement to Buyer’s registration statement on Form S-3ASR filed October 2, 2017 (aFile No. 333-220759) Parent shall prepare and file (or cause another registration statement on Form S-3, or such other form under the Securities Act then available to be prepared and filed with the SEC, as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing DateBuyer), a Registration Statement providing for an offering to be made on a continuous basis, the resale pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time time, and on a continuing basis, by CBA Member, its Affiliates each holder thereof (as defined in the Stockholder Agreementeach a “Holder”), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration Registrable Securities (such registration statement, including the prospectus, any pre-effective or post-effective amendments and Pubco Shareholder Issuancesupplements thereto, all exhibits thereto and all shares of Parent Class A Common Stock acquired material incorporated by the CBA Memberreference or deemed to be incorporated by reference, its Affiliates (if any, therein being hereinafter referred to as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registeredsuch prospectus supplement, including the base prospectus included in the Resale Registration Statement, the “Registrable SharesResale Prospectus Supplement”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available Buyer agrees to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If file the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible Prospectus Supplement within two (2) Business Days after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectivenessDate; provided, however, that Parent’s obligations Buyer will be permitted to include postpone or suspend (upon written notice to the Registrable Shares held by Holders) the Holders in use of the Resale Shelf Prospectus Supplement or the Resale Registration Statement are contingent upon (on one or more occasions) (a) if the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition disclosure requirements of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws Securities Act in connection with the resale of Registrable Shares pursuant Resale Registration Statement would require Buyer to include material information (including information to supplement, update or correct existing disclosures) that has not theretofore been included or incorporated by reference in the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery Statement and Buyer’s Board of Directors has determined in its reasonable judgment that Buyer has a bona fide business reason not to disclose such material information; provided, that the Resale Shelf Registration Statement aggregate number of days Buyer shall be permitted to so postpone or any supplement to any prospectus forming a part suspend the use of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement Prospectus Supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration StatementStatement shall not exceed thirty (30) consecutive days or an aggregate of sixty (60) days in any period of twelve (12) consecutive months, Parent or (b) if the SEC shall use commercially reasonable efforts determine (and notify Buyer) that financial statements required to cause be included or incorporated by reference in the Resale Shelf Registration Statement or Resale Prospectus Supplement pursuant to be continuously effective Rules 3-05 and 11-01 of Regulation S-X promulgated by the SEC related to an acquisition by the Company are not yet so included or incorporated; provided, that (1) Buyer shall consult with the Holders promptly upon receipt of any such notice and shall permit counsel for the Holders to participate in any discussions with the SEC regarding such determination; (2) such postponement or suspension of the use of the Resale Prospectus Supplement or effectiveness of the Resale Registration Statement shall only continue until such time as all Registrable Shares covered by any such required financial statements are included or incorporated; and (3) Buyer shall be not permitted to so postpone or suspend the use of the Resale Shelf Prospectus Supplement or the Resale Registration Statement after (ior for a period ending after) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until five Business Days after the end of the Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange ActClosing Date.

Resale Registration Statement. (a) Parent shall prepare and file or cause to be prepared and filed with the SEC, as soon As promptly as practicable following the Closing Date Closing, and in any event upon the earlier of (but in no event later than i) the date that is thirty (30) days following the Closing Date), a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth date that is ten (10th10) Business Days following the later of the Closing Date and receipt of completed Seller Stockholder Questionnaires representing at least 90% of the Buyer Shares issuable hereunder which Buyer Shares are then held by the Accredited Securityholders, or such other date as Seller and Buyer may mutually agree, Buyer shall prepare and file with the SEC a registration statement on Form S-3 (or if Buyer is not eligible to use Form S-3, any other form that Buyer is eligible to use) of Buyer registering the resale of the shares of Buyer Stock to be issued as consideration hereunder that are either then held by Seller or have been distributed to the Accredited Securityholders by Seller pursuant to the Distribution as provided in Section 4.19 (such shares, the “Registrable Shares,” and such registration statement, the “Resale Registration Statement”). Seller shall use its commercially reasonable efforts to cause to be completed, executed and delivered by the Seller Securityholders who are, or who Seller reasonably believes to be, Accredited Securityholders, the Selling Stockholder Questionnaires in the form attached hereto as Exhibit F (the “Selling Stockholder Questionnaires”), and will provide all such completed Selling Stockholder Questionnaires that it receives back from Seller Securityholders to Buyer. Each Accredited Securityholder who has returned a properly completed Selling Stockholder Questionnaire is referred to herein as a “Selling Stockholder.” (b) The Resale Registration Statement (or any prospectus or prospectus supplement forming a part of such Resale Registration Statement), as initially filed, shall include the Registrable Shares of all Selling Stockholders for whom Buyer has received completed Selling Stockholder Questionnaires on or before the third (3rd) Business Day prior to the filing thereof. On a date requested by Seller in writing (so long as such date is at least ten (10) Business Days after the date Parent is notified (orally such request), Buyer shall use its commercially reasonable efforts to file an amendment or in writingsupplement, whichever is earlier) by the SEC that as appropriate, to the Resale Shelf Registration Statement will not be “reviewed” (and any prospectus or will not be subject to further review and shall provide prompt notice to the Holders prospectus supplement forming a part of such effectiveness; provided, however, that Parent’s obligations Resale Registration Statement) to include the Registrable Shares held by the Holders in of any Selling Stockholders who deliver Selling Stockholder Questionnaires on or after such date; provided that Buyer shall only be required to file two such amendments or supplements. (c) Buyer shall use its commercially reasonable efforts to have the Resale Shelf Registration Statement are contingent upon declared effective as soon as practicable and use commercially reasonable efforts to keep the Holders timely furnishing in writing to Parent such information regarding Resale Registration Statement continuously effective and usable for the Holders, the securities of Parent to be held by the Holders and the intended method of disposition resale of the Registrable Shares as shall be reasonably requested by covered thereby for a period commencing on the Parent to effect date on which the registration SEC declares the Resale Registration Statement effective or it otherwise becomes automatically effective and ending on the earlier of (i) the date upon which all of the Registrable Shares, and Shares first become eligible for resale under the Holders shall execute Securities Act without restriction thereunder or (ii) the first date upon which all of the Registrable Shares covered by the Resale Registration Statement have been sold pursuant to such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situationsResale Registration Statement or otherwise. (bd) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent Buyer shall notify CBA Member each Selling Stockholder promptly upon discovery that that, or upon the discovery of the happening of any event as a result of which, the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains an untrue statement of a Material Misstatement and shall material fact or omits any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, as promptly as practicable, use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not misleading in the light of the circumstances under which they were made. After the Resale Registration Statement becomes effective, Buyer shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent notify each Selling Stockholder of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to request by the Securities and Exchange Commission (the “SEC”) that Buyer amend or supplement such Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared prospectus, and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent Buyer shall use commercially reasonable efforts to cause prepare and file with the SEC such amendments and supplements to the Resale Shelf Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to be continuously keep the Resale Registration Statement effective until such time as and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by the Resale Registration Statement. Buyer shall furnish to each Selling Stockholder such numbers of copies of a prospectus, including a preliminary prospectus, and any supplement to any prospectus, as required by the Securities Act and shall take such other actions (including causing the removal of any restricted legends), as the Selling Stockholders may reasonably request in order to facilitate their disposition of their Registrable Shares, subject to each Selling Stockholder providing any information reasonably requested by Buyer to facilitate such action. (e) Notwithstanding any of the provisions of this Section 4.15 to the contrary, after the Resale Shelf Registration Statement becomes effective, Buyer shall be entitled to postpone the filing of an amendment or supplement to the Resale Registration Statement (i) have been sold (whether and any related prospectus or prospectus supplement pursuant to such Section 4.15(b)) or suspend the use of, or trading under, the Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”in accordance with Schedule 4.15(d). (df) From the date of this Agreement until the end All of the Registration Periodexpenses incurred in connection with any registration of Registrable Shares pursuant to this Agreement, Parent including all SEC fees, blue sky registration and filing fees, listing notices and filing fees, printing fees and expenses, transfer agents’ and registrars’ fees and expenses and all fees and expenses of Buyer’s outside counsel and independent accountants of Buyer shall make and keep public information availablebe paid by Buyer. Buyer shall not be responsible for any selling expenses of any Selling Stockholder (including any broker’s fees or commissions) or fees or expenses of outside counsel or independent accountants of Selling Stockholder or, as those terms are understood and defined to the extent incurred prior to the Closing, Seller in Rule 144 under the Securities Act, and file connection with the SEC Resale Registration Statement. (g) Buyer agrees to indemnify and hold harmless each Selling Stockholder whose shares are included in the Resale Registration Statement against any losses, claims, damages, expenses or liabilities to which such Selling Stockholder may become subject by reason of any untrue statement of a timely manner all reports and other documents material fact contained in the Resale Registration Statement or any omission to state therein a fact required to be filed stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, expenses or liabilities arise out of or are based upon information furnished to Buyer by Parent or on behalf of a Selling Stockholder for use in the Resale Registration Statement. Each Selling Stockholder whose shares are included in the Resale Registration Statement, severally and not jointly, agrees to indemnify and hold harmless Buyer and each of its directors and officers against, and hold Buyer and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which Buyer or such directors and officers may become subject by reason of any statement or omission in the Resale Registration Statement made in reliance upon, or in conformity with, information furnished to Buyer by or on behalf of such Selling Stockholder for use in the Resale Registration Statement. Buyer shall have the right to assume the defense and settlement of any claim or suit for which there may be indemnification obligations of Buyer under the Securities Act and the Exchange Actthis Section 4.15(g).

Resale Registration Statement. (a) Parent shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable following the Closing Date (but in no event Not later than thirty (30) days following after the Closing Date)completion of the Trestle Reverse Split, the Company shall file with the SEC a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, ”) registering for resale at prevailing market prices all of the “Registrable Shares”)Securities. The Resale Shelf Company shall use its best efforts to obtain effectiveness of the Registration Statement with respect to all Registrable Securities no later than one hundred and fifty (150) days after the completion of the Trestle Reverse Split, and shall be on Form S-3 (respond to all oral and written comments from the staff of the SEC. a. The parties shall endeavor to take all actions reasonably required to obtain effectiveness of such Resale Registration Statement or, if Form S-3 is not available and to be used by Parent at the extent such timerule becomes available, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance utilize the re-sale exemptions provided under Rule 144 in order to provide liquidity for resale). If these shares. b. In the event that the Company shall for any reason fail to: (i) file with the SEC the initial Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to within thirty (30) days after the date of the Series A Preferred Stock Issuance (the “Required Filing Date”); or (ii) cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC within one hundred and fifty (150) days after the completion of the Offering (the “Required Effective Date”), then and in either such event, the Company shall pay to the Investors a cash amount that shall be equal to two percent (2%) of the aggregate principal amount of the Notes or aggregate Stated Value of the Series A Preferred Stock (as applicable) for each month (or part thereof) following the Required Filing Date that the Resale Shelf Registration Statement will shall not have been duly filed with the SEC, and/or for each month (or part thereof) following the Required Effective Date that the Resale Registration Statement shall not have been declared effective by the SEC (the “Late Registration Payment”). Such Late Registration Payment shall be “reviewed” or will not be subject to further review and shall provide prompt notice paid to the Holders Investors within 30 days after the end of each month in which such Late Registration Payment shall be payable, and until the Company shall have complied with the provisions of this Section 5b. Without limiting any of the other rights of the holders of Registrable Securities hereunder, the failure by the Company to timely make any or all of such effectiveness; provided, however, that Parent’s obligations to include Late Registration Payments shall constitute an Event of Default under the Registrable Shares held by Notes. Notwithstanding the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holdersforegoing, the securities of Parent to be held by the Holders and the intended method of disposition aggregate amount of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration Late Registration Payment shall: (a) not exceed ten percent (10%) of the Registrable Shares, aggregate principal amount of the Notes or aggregate Stated Value of the Series A Preferred Stock (as applicable); and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery event that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicableCompany complies with Section 5b(i) above, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the such Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement is delayed beyond such 150 day period solely by reason of comments from the SEC relating to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under the application of Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until the end of the Registration Period, Parent shall make and keep public information available415, as those terms are understood and defined in Rule 144 promulgated under the Securities Act, and file with then the SEC Late Payment shall be based on two percent (2%) of the portion of the Investor’s initial investment in a timely manner all reports and other documents required the Notes that corresponds to the number of such Investor’s Registrable Securities permitted to be filed registered by Parent the Commission pursuant to Rule 415. c. Notwithstanding anything to the contrary contained in this Section 5, in the event that the SEC, in its application of Rule 415 as promulgated under the Securities Act Act, requires any holder of Registrable Securities to be deemed to be a statutory underwriter, then and in such event the Exchange ActCompany may reduce the number of shares being registred under such Resale Registration Statement in order to avoid such statutory underwriter designation (if possible), or, at the request of the holders of a majority of the Registrable Securities, the Company shall reduce or withdraw such Resale Registration Statement, as applicable. In the event the Commission does not permit the Company to register all of the Registrable Securities in the initial Registration Statement, the Company shall use its best efforts to register the Registrable Securities, subject to the terms of this Section 2, that were not registered in the initial Registration Statement, as promptly as possible and in a manner permitted by the Commission, whether by filing a subsequent registration statement as soon as the Commission permits the Company to do so, providing demand registration rights, or otherwise.

Resale Registration Statement. (a) Parent shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable following the Closing Date (but in no event Not later than thirty (30) days following after the Closing Date)Series A Preferred Stock Issuance, the Company shall file with the SEC a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, ”) registering for resale at prevailing market prices all of the “Registrable Shares”)Securities. The Resale Shelf Company shall use its best efforts to obtain effectiveness of the Registration Statement with respect to all Registrable Securities as soon thereafter as is practicable, and shall be on Form S-3 (respond to all oral and written comments from the staff of the SEC. a. The parties shall endeavor to take all actions reasonably required to obtain effectiveness of such Resale Registration Statement or, if Form S-3 is not available and to be used by Parent at the extent such timerule becomes available, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance utilize the re-sale exemptions provided under Rule 144 in order to provide liquidity for resale). If these shares. b. In the event that the Company shall for any reason fail to: (i) file with the SEC the initial Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to within thirty (30) days after the date of the Series A Preferred Stock Issuance (the “Required Filing Date”); or (ii) cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC within one hundred and twenty (120) days after the filing of such initial Resale Registration Statement (the “Required Effective Date”), then and in either such event, the Company shall pay to the Investors a cash amount that shall be equal to two percent (2%) of the aggregate principal amount of the Notes or aggregate Stated Value of the Series A Preferred Stock (as applicable) for each month (or part thereof) following the Required Filing Date that the Resale Shelf Registration Statement will shall not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection have been duly filed with the resale of Registrable Shares pursuant to SEC, and/or for each month (or part thereof) following the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery Required Effective Date that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of shall not have been declared effective by the Resale Shelf SEC (the “Late Registration Statement contains a Material Misstatement and Payment”). Such Late Registration Payment shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant be paid to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until Investors within 30 days after the end of each month in which such Late Registration Payment shall be payable, and until the Company shall have complied with the provisions of this Section 5b. Notwithstanding the foregoing, the aggregate amount of the Late Registration PeriodPayment shall not exceed ten percent (10%) of the aggregate principal amount of the Notes or aggregate Stated Value of the Series A Preferred Stock (as applicable). Without limiting any of the other rights of the holders of Registrable Securities hereunder, Parent the failure by the Company to timely make any or all of such Late Registration Payments shall make and keep public information availableconstitute an Event of Default under the Notes. c. Notwithstanding anything to the contrary contained in this Section 5, in the event that the SEC, in its application of Rule 415 as those terms are understood and defined in Rule 144 promulgated under the Securities Act, and file with the SEC in a timely manner all reports and other documents required requires any holder of Registrable Securities to be filed by Parent deemed to be a statutory underwriter, then and in such event the Company may reduce the number of shares being registred under such Resale Registration Statement in order to avoid such statutory underwriter designation (if possible), or, at the Securities Act and request of the Exchange Actholders of a majority of the Registrable Securities, the Company shall reduce or withdraw such Resale Registration Statement, as applicable.

Resale Registration Statement. (a) Promptly following the Agreement Date, Parent shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date), a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 registration statement of the Securities Act or any successor thereto, Parent registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all Accredited Stockholders of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by to be issued to the CBA Member, its Affiliates Accredited Stockholders hereunder (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registeredshares, the “Registrable Shares,” and such registration statement, the “Resale Registration Statement”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent Company shall use its commercially reasonable efforts to cause to be completed, executed and delivered by the Company Stockholders and the Company Warrantholders who are, or who the Company reasonably believes to be, Accredited Stockholders, the Selling Stockholder Questionnaires in the form attached hereto as Exhibit L (the “Selling Stockholder Questionnaires”), and will provide all such completed Selling Stockholder Questionnaires that it receives back from Company Stockholders and the Company Warrantholders to Parent. Each Accredited Stockholder who has returned a properly completed Selling Stockholder Questionnaire is referred to herein as a “Selling Stockholder.” Parent shall file the Resale Registration Statement in accordance with Schedule 5.6(a). (b) The Resale Registration Statement (or any prospectus or prospectus supplement forming a part of such Resale Shelf Registration Statement Statement), as initially filed, shall include the Registrable Shares of all Selling Stockholders for whom Parent has received completed Selling Stockholder Questionnaires on or before the third (3rd) Business Day prior to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and allow for distributions by such Selling Stockholders to Fund Transferees that are Permitted Transferees under the Resale Registration Statement. On a date requested by the Stockholder Representative in writing (ii) the tenth so long as such date is at least ten (10th10) Business Day Days after the date such request), Parent is notified (orally shall file an amendment or in writingsupplement, whichever is earlier) by the SEC that as appropriate, to the Resale Shelf Registration Statement will not be “reviewed” (and any prospectus or will not be subject to further review and shall provide prompt notice to the Holders prospectus supplement forming a part of such effectiveness; provided, however, that Parent’s obligations Resale Registration Statement) to include the Registrable Shares held by of (i) any Selling Stockholders who deliver Selling Stockholder Questionnaires on or after the Holders third (3rd) Business Day prior to the Closing Date or (ii) any Permitted Transferees to the extent such filing is required in order to permit the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing Permitted Transferees to Parent such information regarding the Holders, the securities of Parent to be held by the Holders offer and the intended method of disposition of sell the Registrable Shares as shall be reasonably requested received by the Parent to effect Permitted Transferees in the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares Permitted Transfer pursuant to the Resale Shelf Registration Statement. Parent further agrees to provide in the Resale Registration Statement (and in any prospectus or prospectus supplement forming a part of such Resale Registration Statement) that all Permitted Transferees shall, by virtue of receiving Registrable Shares in a Permitted Transfer, be deemed to be selling stockholders under the Resale Registration Statement (or any such prospectus or prospectus supplement) with respect to the Registrable Shares received by such Permitted Transferees in such Permitted Transfers. Parent shall only be required to file three such amendments or supplements. Parent shall include disclosure in the plan of distribution in the Resale Registration Statement (and any prospectus or prospectus supplement forming a part of such Resale Registration Statement) that Permitted Transfers to Fund Transferees will be transfers covered by the Resale Registration Statement. (c) Parent shall notify CBA Member each Selling Stockholder promptly upon discovery that that, or upon the discovery of the happening of any event as a result of which, the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains an untrue statement of a Material Misstatement and shall material fact or omits any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, as promptly as practicable, use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not misleading in the light of the circumstances under which they were made. After the Resale Registration Statement becomes effective, Parent shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent notify each Selling Stockholder of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to request by the SEC that Parent amend or supplement such Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared prospectus, and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause prepare and file with the SEC such amendments and supplements to the Resale Shelf Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to be continuously keep the Resale Registration Statement effective until such time as and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by the Resale Registration Statement. Parent shall furnish to each Selling Stockholder such Resale Shelf Registration Statement (i) have been sold (whether pursuant numbers of copies of a prospectus, including a preliminary prospectus, and any supplement to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under any prospectus, as required by the Securities Act without manner and shall take such other actions (including causing the removal of sale or volume restrictions (any restricted legends), as the Selling Stockholders may reasonably request in order to facilitate their disposition of their Registrable Shares, subject to each Selling Stockholder providing any information reasonably requested by Parent to facilitate such period, action. Parent further agrees to the “Registration Period”obligations and undertakings set forth on Schedule 5.6(c). (d) Notwithstanding any of the provisions of this Section 5.6 to the contrary, after the Resale Registration Statement becomes effective, Parent shall be entitled to postpone the filing of an amendment or supplement to the Resale Registration Statement (and any related prospectus or prospectus supplement pursuant to Section 5.6(b)) or suspend the use of, or trading under, the Resale Registration Statement in accordance with Schedule 5.6(d). (e) From the date of this Agreement until the earlier of the date this Agreement is terminated in accordance with its terms and the end of the Registration Period, Parent shall use its commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange Act. (f) All of the expenses incurred in connection with any registration of Registrable Shares pursuant to this Agreement, including all SEC fees, blue sky registration and filing fees, listing notices and filing fees, printing fees and expenses, transfer agents’ and registrars’ fees and expenses and all fees and expenses of Parent’s outside counsel and independent accountants of Parent shall be paid by Parent. Parent shall not be responsible for any selling expenses of any Selling Stockholder (including any broker’s fees or commissions) or fees or expenses of outside counsel or independent accountants of Selling Stockholder or, to the extent incurred prior to the Closing, the Company in connection with the Resale Registration Statement. (g) Parent shall use commercially reasonable efforts to cause the shares of Parent Class A Common Stock being issued in the Merger to be approved for listing (subject to notice of issuance) on the New York Stock Exchange effective as of the Closing.

Resale Registration Statement. (a) Each of Parent and the Company shall cooperate with respect to the preparation and filing with the SEC of a registration statement of Parent registering the resale by the Stockholders and the Company Note Holders of Parent Common Stock issued hereunder following Closing, and in any event following Parent’s filing Table of Contents of the Required Company Financials with the SEC (the “Resale Registration Statement”). If Parent is eligible to file a Resale Registration Statement on Form S-3 pursuant to Rule 462(e) under the Securities Act (an “Automatic Resale Registration Statement”) registering the resale by the Stockholders and the Company Note Holders of Parent Common Stock issued hereunder, Parent shall prepare such Automatic Resale Registration Statement and file or cause to be prepared and filed the Form 8-K/A attaching the Required Company Financials (the “Form 8-K/A”), with the SECcooperation of the Company, as soon as practicable and, subject to Parent’s timely receipt of the Reporting Information and the Company’s performance and compliance with its covenants set forth in this Section 5.11, Parent shall use its commercially reasonable efforts to have such Form 8-K/A and Automatic Resale Registration Statement ready for filing with the SEC promptly following the Closing Date (but in no event later than thirty (30) days following Closing, provided that Parent shall only be obligated to file the Closing Date), a Resale Registration Statement for (x) during an offering “open trading window” as determined by Parent’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies (an “Open Window Exception”) and (y) a reasonable period of time after Parent’s receipt of the Reporting Information. Each of Parent and the Company will cause the Resale Registration Statement to be made on a continuous basis, pursuant comply as to Rule 415 form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. The Company shall use its commercially reasonable efforts to: (a) upon Parent’s request, assist Parent and its Representatives in the preparation of any audited historical and pro forma financial statements of the Company that may be required in connection with Parent’s SEC reporting obligations related to this Agreement or any successor theretoof the Transactions (“Required Company Financials”) or the filing of the Resale Registration Statement, registering the resale from time to time by CBA Member, its Affiliates (b) promptly furnish such information as defined Parent may reasonably request in the Stockholder Agreement), connection with such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectivelyfinancial statements, the “Holders”) Resale Registration Statement, or the performance of all Parent’s SEC reporting obligations relating to this Agreement or any of the CBA Closing Consideration Transactions; and Pubco Shareholder Issuance(c) complete, execute, acknowledge and all shares of Parent Class A Common Stock acquired by the CBA Memberdeliver, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use their commercially reasonable efforts to cause to be completed, executed, acknowledged and delivered by the appropriate representatives of the Company, Stockholders or Company Note Holders, in each case, such questionnaires and other documents, certificates and instruments as may be reasonably requested by the Parent in connection with the filing of the Resale Registration Statement or the financial statements or the performance of Parent’s SEC reporting obligations relating to this Agreement or any of the Transactions (the Required Company Financials, together with the information in (b) and (c), the “Reporting Information”). Subject to Parent’s timely receipt of the Reporting Information and the Company’s performance and compliance with its covenants set forth in this Section 5.11, Parent shall use its commercially reasonable efforts to file the Form 8-K/A with the SEC as soon as reasonably practicable following its preparation. (b) If the Resale Registration Statement is not an Automatic Resale Registration Statement, each of Parent and the Company shall use its reasonable best efforts to have the Resale Registration Statement declared effective under the Securities Act as soon as practicable after such Resale Shelf Registration Statement to be amended is filed. Parent will advise the Company, promptly after Parent receives notice thereof, of any request by post-effective the SEC for amendment as promptly as practicable, such that of the Resale Shelf Registration Statement shall be on Form S-3or any SEC comments thereon. Once declared effective, Parent shall shall, subject to the other applicable provisions of this Agreement, use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective and usable until the date that is the two-year anniversary of the Closing Date, or such earlier time as all Registrable Shares shares of Parent Common Stock covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or , (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions restrictions, or (such periodiii) cease to be outstanding; provided, however, that Parent shall not be deemed to have breached its obligations hereunder if Parent shall fail to fulfill its obligations under this Section 5.11 at a time when trading of Parent Common Stock has been suspended under Parent’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies, including if Parent reasonably believes that there is or may be in existence material nonpublic information or events involving the Company, the “failure of which to be disclosed in the prospectus included in the Resale Registration Period”)Statement could result in a violation of applicable law. (dc) From Subject to this Section 5.11 and the date of Company’s performance and compliance with its covenants set forth in this Agreement until the end of the Registration PeriodSection 5.11, Parent shall make and keep public information available, as those terms are understood and defined use commercially reasonable efforts to cause the shares of Parent Common Stock being issued in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required Merger to be filed by Parent under approved for listing (subject to notice of issuance) on NASDAQ promptly following Parent’s filing of the Securities Act and the Exchange Act.Form 8-K/A. Table of Contents

Resale Registration Statement. (a) Parent shall prepare and file or cause to be prepared and filed with the SEC, as As soon as practicable following the Closing Date (but and in no any event later than within thirty (30) calendar days following of the Closing date of this Agreement (the “Filing Date”)), the Company shall file a Registration Statement for an offering to be made registration statement on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 Form S-3 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration ”) (or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, S-1 if Form S-3 is not available to be used the Company) providing for the resale by Parent at the Purchasers of the Preferred Shares, the Conversion Shares, the Warrants and the Warrant Shares issuable upon exercise of the Warrants or shall include such timePreferred Shares, Conversion Shares, Warrants and Warrant Shares in any other registration statement on Form S-1 S-3 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent filed by the Company. The Company shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement registration to be amended by post-become effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of within sixty (i60) 180 days following the Closing Date (unless the Commission notified the Company that it will perform a “full” review of the Resale Registration Statement, in which case the Company shall cause such registration to become effective within ninety (90) days following the Closing Date such 60-day or 90-day period is referred to as the “Effectiveness Date”), and to keep such Resale Registration Statement effective at all times (except for any periods in connection with the filing of post-effective amendments as reasonably determined by Company’s counsel to be required) until no Purchaser owns any Preferred Shares, Conversion Shares, Warrants and Warrant Shares issuable upon exercise of the Warrants. (b) If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date, (ii) if the tenth Company fails to file with the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (10th5) Business Day after Trading Days of the date Parent that the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission that the such Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice review, or (iii) a Resale Registration Statement registering for resale all of the Securities to be registered thereunder (the Holders of such effectiveness; provided, however, that Parent’s obligations to include the “Registrable Shares held Securities”) is not declared effective by the Holders in Commission by the Effectiveness Date, or (iv) after the effective date of the Resale Shelf Registration Statement, such Resale Registration Statement are contingent upon ceases for any reason to remain continuously effective as to all Registrable Securities included in such Resale Registration Statement, or the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition holders of the Registrable Shares Securities (the “Holders”) are otherwise not permitted to utilize the prospectus included therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), 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 (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as an “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 be reasonably requested 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 the product of 2.0% multiplied by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute aggregate Subscription Amount paid by such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares Holder pursuant to the Resale Shelf Registration StatementPurchase Agreement. Parent shall notify CBA Member promptly upon discovery 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 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of Holder, accruing daily from the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend date such prospectus as promptly as practicable so that partial liquidated damages are due until such prospectus will not contain amounts, plus all such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicableinterest thereon, but no later than one (1) Business Day following the filing thereof with the SECare paid in full. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares The partial liquidated damages pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies terms hereof shall apply on a daily pro rata basis for any portion of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that month prior to the then current prospectus may be usedcure of an Event. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until the end of the Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange Act.

Resale Registration Statement. (a) The Parent Common Stock issued as Merger Consideration pursuant to the terms of this Agreement will be issued in a transaction exempt from registration under the Securities Act (by reason of Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act) and therefore may not be re-offered or resold other than in conformity with the registration requirements of the Securities Act and such other applicable rules and regulations or pursuant to an exemption therefrom. The Parent Common Stock to be issued as Merger Consideration will be “restricted securities” within the meaning of Rule 144 under the Securities Act and may not be offered, sold, pledged, assigned or otherwise transferred unless (i) a registration statement with respect thereto is effective under the Securities Act and any applicable state securities laws or (ii) an exemption from such registration exists and Parent receives an opinion of counsel to the holder of such securities, which counsel and opinion are reasonably satisfactory to Parent, that such securities may be offered, sold, pledged, assigned or transferred in the manner contemplated without an effective registration statement under the Securities Act or applicable state securities laws. The Parent Common Stock issued hereunder shall, if certificated, bear an appropriate legend (or if held in book-entry form, will be noted) with respect to such restrictions. (b) Promptly (and in any event within ten (10) Business Days) following the Closing Date, Parent shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date), a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable best efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible reasonably practicable after filing but no later than the earlier of filing, a shelf registration statement on Form F-3 or, if Form F-3 is not available to Parent, another appropriate form (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally including any amendments or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holderssupplements, the securities of Parent to be held by the Holders “Registration Statement”) and the intended method of disposition of prospectus (including any amendments or supplements, the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b“Prospectus”) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof in compliance with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption 415 under the Securities Act without manner covering the resale on a continuous basis of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until the end all of the Registration Period, Parent shall make Registrable Securities from time to time after the Closing Date by and keep public information available, as those terms are understood and defined in Rule 144 under pursuant to any method or combination of methods legally available to the holders of Registrable Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange Act.and

Resale Registration Statement. (a) Promptly following the Agreement Date, Parent shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date), a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registration statement registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all Accredited Stockholders of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by to be issued to the CBA Member, its Affiliates Accredited Stockholders hereunder (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registeredshares, the “Registrable Shares,” and such registration statement, the “Resale Registration Statement”); provided that any such securities shall cease to be Registrable Shares on the earliest to occur of when (i) such Registrable Shares have been disposed of in accordance with the Resale Registration Statement, (ii) such Registrable Shares shall have been sold in accordance with Rule 144 (or any similar provision then in effect), (iii) such Registrable Shares have been transferred in a transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities in accordance with the terms of this Agreement, (iv) with respect to a holder, such securities are eligible for resale by such holder, together with its Affiliates, pursuant to Rule 144 under the Securities Act (or other exemption from registration under the Securities Act) without any volume, manner of sale or other limitations or (v) such Registrable Securities have ceased to be outstanding. The Company shall use its commercially reasonable efforts to cause to be completed, executed and delivered by the Company Stockholders and the Company Warrantholders who are, or who the Company reasonably believes to be, Accredited Stockholders, the Selling Stockholder Questionnaires in the form attached hereto as Exhibit I (the “Selling Stockholder Questionnaires”), and will provide all such completed Selling Stockholder Questionnaires that it receives back from Company Stockholders and the Company Warrantholders to Parent. Each Accredited Stockholder who has returned a properly completed Selling Stockholder Questionnaire is referred to herein as a “Selling Stockholder.” (b) Parent shall file the Resale Registration Statement with the SEC no later than the third Business Day following the Closing Date (such day, the “Registration Deadline”); provided that if the Registration Deadline is not during an “open trading window” as determined by Parent’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies (an “Open Trading Window”), the Registration Deadline shall be the Business Day following the first Business Day of the next Open Trading Window. If Parent is eligible to file a Resale Registration Statement on Form S-3 pursuant to Rule 462(e) under the Securities Act (an “Automatic Resale Registration Statement”), the Resale Registration Statement shall be an Automatic Shelf Registration Statement. If Parent is not eligible to use an Automatic Shelf Registration Statement, the Resale Registration Statement shall be on Form S-3 (orS-3, or if Form S-3 is not available to be used by Parent at such timeParent, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale)form. If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary salesnot an Automatic Resale Registration Statement, Parent shall use its reasonable best efforts to have the Resale Registration Statement declared effective under the Securities Act as promptly as practicable after such Resale Registration Statement is filed. Parent will advise the Stockholder Representative promptly after Parent receives any request by the SEC for amendment of the Resale Registration Statement or any SEC comments thereon. Once the Resale Registration Statement is declared effective, Parent shall notify the Stockholder Representative of such declaration, and thereafter, subject to the other applicable provisions of this Agreement, shall use commercially reasonable efforts to cause such the Resale Shelf Registration Statement to be amended by postcontinuously effective and usable until the date that is the one-effective amendment as promptly as practicableyear anniversary of the Closing Date, or such that earlier time when no Registrable Securities remain (such period, the Resale Shelf “Registration Statement shall be on Form S-3Period”). Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement (including the documents incorporated therein by reference) to comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act. (c) The Resale Registration Statement (or any prospectus or prospectus supplement forming a part of such Resale Registration Statement), as initially filed, shall include the Registrable Shares of all Selling Stockholders for whom Parent has received properly completed Selling Stockholder Questionnaires before the fifth Business Day prior to the Closing Date. Parent further agrees to provide in the Resale Registration Statement (and in any prospectus or prospectus supplement forming a part of such Resale Registration Statement) that all Permitted Transferees shall, by virtue of receiving Registrable Shares in a Permitted Transfer, be deemed to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that selling stockholders under the Resale Shelf Registration Statement will not be “reviewed” (or will not be subject to further review and shall provide prompt notice any such prospectus or prospectus supplement) with respect to the Holders Registrable Shares received by such Permitted Transferees in such Permitted Transfers, to the extent such Permitted Transferee has returned a properly completed Selling Stockholder Questionnaire. Parent shall use commercially reasonable efforts to file an amendment or supplement, as appropriate, to the Resale Registration Statement (and any prospectus or prospectus supplement forming a part of such effectiveness; provided, however, that Parent’s obligations Resale Registration Statement) to include the Registrable Shares held by of (i) any Selling Stockholders who deliver properly completed Selling Stockholder Questionnaires on or after the Holders fifth Business Day prior to the Closing Date or (ii) any Permitted Transferees (who shall be deemed a Selling Stockholder hereunder following delivery of a Selling Stockholder Questionnaire) who delivers a properly completed Selling Stockholder Questionnaire on or after the fifth Business Day prior to the Closing Date. Parent shall only be required to file three such amendments or supplements and Parent will have no obligation to file an amendment or supplement to the Resale Registration Statement to include any Fund Transferees so long as such Resale Registration Statement (and any prospectus or prospectus supplement forming a part of such Resale Registration Statement) provides for a distribution to such Fund Transferees. Parent shall include disclosure in the plan of distribution in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing (and any prospectus or prospectus supplement forming a part of such Resale Registration Statement) that Permitted Transfers to Parent such information regarding the Holders, the securities of Parent to Fund Transferees will be held transfers covered by the Holders and Resale Registration Statement. No later than the intended method of disposition effective date of the resale registration statement, Parent shall use commercially reasonable efforts to procure the cooperation of the Company’s transfer agent for settling any offering or sale of Registrable Shares as shall be Shares, including with respect to the transfer of physical stock certificates, if any, into book-entry form in accordance with any procedures reasonably requested by any Selling Stockholder. In connection therewith, if reasonably required by Parent’s transfer agent, Parent shall promptly after the Parent to effect effectiveness of the registration statement cause to be delivered to its transfer agent, any authorizations, certificates and directions reasonably required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Shares without legend upon sale by the holder of such shares of Registrable Shares under the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situationsstatement. (bd) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member the Stockholder Representative promptly upon discovery that that, or upon the discovery of the happening of any event as a result of which, the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains an untrue statement of a Material Misstatement and shall material fact or omits any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, as promptly as practicable, use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not misleading in the light of the circumstances under which they were made. After the Resale Registration Statement becomes effective, Parent shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following notify the filing thereof with the SEC. Upon being notified by Parent Stockholder Representative of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to request by the SEC that Parent amend or supplement such Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared prospectus, and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause prepare and file with the SEC such amendments and supplements to the Resale Shelf Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to be continuously keep the Resale Registration Statement effective until such time as and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by the Resale Registration Statement. Parent shall furnish to each Selling Stockholder such numbers of copies of a prospectus, including a preliminary prospectus, and any supplement to any prospectus, as required by the Securities Act and shall take such other actions (including causing the removal of any restricted legends), as the Selling Stockholders may reasonably request in order to facilitate their disposition of their Registrable Shares, subject to each Selling Stockholder providing any information reasonably requested by Parent to facilitate such action. (e) Notwithstanding any of the provisions of this Section 5.6 to the contrary, Parent shall be entitled to postpone or suspend (a “Permitted Suspension”), for a reasonable period of time, the effectiveness or use of, or trading under, any Resale Shelf Registration Statement (iand such postponement or suspension shall not be a breach of its obligations hereunder) have been sold (whether if Parent shall determine that any such sale of any securities pursuant to such Resale Shelf Registration Statement would in the good faith judgment of the Parent’s board of directors: (i) materially impede, delay or interfere with any material pending or proposed financing, acquisition, corporate reorganization or other similar transaction involving Parent for which the Parent’s board of directors has authorized negotiations; (ii) materially adversely impair the consummation of any pending or proposed material offering or sale of any class of securities by Parent; or (iii) require disclosure of material nonpublic information that, if disclosed at such time, would be materially harmful to the interests of Parent and its stockholders. In the event of the postponement or suspension of effectiveness of any Resale Registration Statement pursuant to this Section 5.6, the Selling Stockholders shall be precluded from using the Resale Registration Statement in connection with a disposition of the relevant Registrable Shares for the duration of such postponement or suspension, and the applicable time period during which such Resale Registration Statement is to remain effective shall be extended by that number of days equal to the number of days the effectiveness of such Resale Registration Statement was postponed or suspended. (f) Parent shall indemnify and hold harmless each Selling Stockholder (along with (1) each Person, if any, who “controls” (within the meaning of the Securities Act or the Exchange Act) a Selling Stockholder and (2) the members, directors and officers of each Selling Stockholder, each an “Indemnified Person”) with Registrable Shares included in the Resale Registration Statement against any Losses to which such Indemnified Person may become subject by reason of (i) any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference into the Resale Registration Statement or otherwiseany amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by Parent (or any of its Representatives or Affiliates) of the Securities Act, the Exchange Act or any state securities Law in connection with the Resale Registration Statement or the offer or sale of Registrable Shares thereunder, in each case, solely to the extent such Losses directly arise out of or result from any claim or cause of action made against such Indemnified Person by an unaffiliated third party (excluding, for the avoidance of doubt, any Permitted Transferee) who purchased such Registrable Shares from such Selling Stockholder; provided that Parent shall not liable for any such Losses to the extent such Losses arise out of or are based upon information furnished to Parent by or on behalf of such Selling Stockholder expressly for use in the Resale Registration Statement; provided, further, that Parent shall not be liable under this Section 5.6(f) for any Losses arising out of or resulting from the diminution in value of the Registrable Shares held by any Selling Stockholder following the date of this Agreement; provided, further, that the indemnity obligations set forth in this Section 5.6(f) shall not apply (A) to amounts paid in settlement of any such Losses if such settlement is effected without the prior written consent of Parent (such consent not be unreasonably withheld, conditioned or delayed) or (iiB) if Parent is not given reasonably prompt notice of the claim. Parent shall have the right to assume the defense and settlement of any claim or suit for which Parent may be transferred responsible for indemnification under Rule 144 this Section 5.6(f). Parent shall keep the Indemnified Person reasonably apprised as to the status of the defense or another similar exemption under any settlement negotiations with respect thereto. The Indemnified Persons shall have the Securities Act without manner right to retain their own counsel with the reasonable fees and expenses for no more than one such counsel to be paid by the Parent, if, in the reasonable opinion of sale or volume restrictions (such periodcounsel retained by Parent, the “Registration Period”)representation by such counsel of the Indemnified Person and Parent would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding. Parent shall not, without the consent of the applicable Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of a release from all liability in respect to such claim or litigation. (dg) From the date of this Agreement until the earlier of the date this Agreement is terminated in accordance with its terms and the end of the Registration Period, Parent shall use its commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange Act. (h) All of the expenses incurred in connection with any registration of Registrable Shares pursuant to this Agreement, including all SEC fees, blue sky registration and filing fees, listing notices and filing fees, printing fees and expenses, transfer agents’ and registrars’ fees and expenses and all fees and expenses of Parent’s outside counsel and independent accountants of Parent shall be paid by Parent. Parent shall not be responsible for any selling expenses of any Selling Stockholder (including any broker’s fees or commissions) or fees or expenses of outside counsel or independent accountants of Selling Stockholder or, to the extent incurred prior to the Closing, the Company in connection with the Resale Registration Statement. (i) Subject to the Company’s performance and compliance with its covenants set forth in this Section 5.6, Parent shall use commercially reasonable efforts to cause the shares of Parent Class A Common Stock being issued in the Merger to be approved for listing (subject to notice of issuance) on the New York Stock Exchange effective as of the Closing. (j) Notwithstanding anything in this Agreement to the contrary, the obligations under this Section 5.6 shall not be terminated or modified in such a manner as to adversely affect in any material respect any Accredited Stockholder or Permitted Transferee to whom thi

Resale Registration Statement. Either (a) Parent counsel for Buyer shall prepare and file or cause to be prepared and filed with have received from the SEC, as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date), a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 staff of the Securities Act or any successor theretoSEC a letter, registering in form and substance reasonably acceptable to Vidara, indicating that the resale from time to time by CBA Member, its Affiliates (as defined in SEC is of the Stockholder Agreement), such Affiliates view that the Merger will constitute a “succession” for purposes of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”Rule 12g-3(a) of all of the CBA Closing Consideration Exchange Act and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by that Vidara may take into account Buyer’s reporting history under the CBA Member, its Affiliates (as defined Exchange Act in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible determining Vidara’s eligibility to use Form S-3 for secondary salesimmediately following the Effective Time, Parent and Vidara shall use commercially reasonable efforts otherwise be reasonably satisfied that it is eligible to cause file Resale Registration Statements on Form S-3 pursuant to Rule 462(e) under the Securities Act (an “Automatic Resale Registration Statement”) and such Automatic Resale Shelf Registration Statement shall have been prepared and, in the reasonably opinion of counsel to be amended Vidara, ready for filing with the SEC promptly following Closing or (b) Vidara shall have been notified by post-effective amendment as promptly as practicable, such the SEC that the Resale Shelf Registration Statement will not be reviewed by the SEC or is no longer subject to further review and comments, Vidara shall have caused a letter to be delivered to the SEC requesting that the effectiveness of the Resale Registration Statement be accelerated, which letter shall be on Form S-3. Parent in form and substance reasonably acceptable to Buyer (the “Acceleration Letter”); and, in each of clauses (a) and (b), Buyer or Vidara shall use commercially reasonable efforts have paid (or, in the case of an Automatic Resale Registration Statement, be prepared to cause pay prior to the filing thereof) any registration fees associated with the Resale Shelf Registration Statement, and Holdings shall be reasonably satisfied that all other filings have been made, that all consents and approvals have been obtained and that all other arrangements have been made and are in place, in each case as would be necessary for the Resale Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until the end of the Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and in such form as will allow Holdings or Holdings Members to publicly resell their Ordinary Shares pursuant to such Resale Registration Statement (subject, in the Exchange Actcase of the preceding clause (b), only to the lapse of time between the Effective Date and the time at which effectiveness of the Registration Statement was requested in the Acceleration Letter and the satisfaction of such other conditions, if any, as are set forth in the Acceleration Letter).

Resale Registration Statement. (a) Promptly following the Agreement Date, Parent shall prepare a registration statement registering the resale by the Accredited Stockholders of the shares of Parent Common Stock to be issued to the Accredited Stockholders hereunder (such shares, the “Registrable Shares,” and file such registration statement, the “Resale Registration Statement”); provided that any such securities shall cease to be Registrable Shares on the earliest to occur of when (i) such Registrable Shares have been disposed of in accordance with the Resale Registration Statement, (ii) such Registrable Shares shall have been sold in accordance with Rule 144 (or any similar provision then in effect), (iii) such Registrable Shares have been transferred in a transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities in accordance with the terms of this Agreement, (iv) with respect to a holder, such securities are eligible for resale by such holder, together with its Affiliates, pursuant to Rule 144 under the Securities Act (or other exemption from registration under the Securities Act) without any volume, manner of sale or other limitations or (v) such Registrable Shares have ceased to be outstanding. The Company shall use its commercially reasonable efforts to cause to be prepared completed, executed and filed delivered by the Company Stockholders and Company Vested Optionholders who are, or who the Company reasonably believes to be, Accredited Stockholders, in each case, the Selling Stockholder Questionnaires in the form attached hereto as Exhibit M (the “Selling Stockholder Questionnaires”), and will provide all such completed Selling Stockholder Questionnaires that it receives back from Company Stockholders and Company Vested Optionholders to Parent. Each of the Accredited Stockholders who has returned a properly completed Selling Stockholder Questionnaire is referred to herein as a “Selling Stockholder.” (b) Parent shall use its reasonable best efforts to file the Resale Registration Statement with the SEC, SEC as soon promptly as reasonably practicable following the Closing Date (but and in no event later than thirty (30) days the fifth Business Day following the Closing Date) (such day, the “Registration Deadline”), . If Parent is eligible to file a Resale Registration Statement for an offering to be made on a continuous basis, Form S-3 pursuant to Rule 415 of 462(e) under the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreementan “Automatic Resale Registration Statement”), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes the Resale Registration Statement shall be an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Automatic Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered. If Parent is not eligible to use an Automatic Shelf Registration Statement, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (orS-3, or if Form S-3 is not available to be used by Parent at such timeParent, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale)form. If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary salesnot an Automatic Resale Registration Statement, Parent shall use its reasonable best efforts to have the Resale Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such Resale Registration Statement is filed (and in no event later than 15 Business Days following the date of filing the Resale Registration Statement, or 90 days in the event of a “full review” by the SEC). Parent will advise the Advisory Committee promptly after Parent receives any request by the SEC for amendment of the Resale Registration Statement or any SEC comments thereon. Once the Resale Registration Statement is declared effective, Parent shall notify the Advisory Committee of such declaration, and thereafter, subject to the other applicable provisions of this Agreement, shall use commercially reasonable efforts to cause such the Resale Shelf Registration Statement to be amended continuously effective and usable for so long as any Registrable Shares bear the legend set forth in Section 5.4(b) and remain outstanding and held by post-effective amendment as promptly as practicableSelling Stockholders or their respective Permitted Transferees (such period, such that the Resale Shelf “Registration Statement shall be on Form S-3Period”). Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement (including the documents incorporated therein by reference) to comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act. (c) The Resale Registration Statement (or any prospectus or prospectus supplement forming a part of such Resale Registration Statement), as initially filed, shall include the Registrable Shares of all Selling Stockholders for whom Parent has received properly completed Selling Stockholder Questionnaires before the fifth Business Day prior to the Closing Date. Parent further agrees to provide in the Resale Registration Statement (and in any prospectus or prospectus supplement forming a part of such Resale Registration Statement) that all Permitted Transferees of Selling Stockholders named in such Resale Registration Statement shall, by virtue of receiving Registrable Shares in a Permitted Transfer, be deemed to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that selling stockholders under the Resale Shelf Registration Statement will not be “reviewed” (or will not be subject to further review and shall provide prompt notice any such prospectus or prospectus supplement) with respect to the Holders Registrable Shares received by such Permitted Transferees in such Permitted Transfers, to the extent such Permitted Transferee has returned a properly completed Selling Stockholder Questionnaire. Parent shall use commercially reasonable efforts to file an amendment or supplement, as appropriate, to the Resale Registration Statement (and any prospectus or prospectus supplement forming a part of such effectiveness; provided, however, that Parent’s obligations Resale Registration Statement) to include the Registrable Shares held by of (i) any Selling Stockholders who deliver properly completed Selling Stockholder Questionnaires on or after the Holders fifth Business Day prior to the Closing Date but prior to the date that is 30 days after the Closing Date or (ii) to the extent required under applicable securities Laws (in the reasonable judgment of Parent), any Permitted Transferee who delivers a properly completed Selling Stockholder Questionnaire on or after the fifth Business Day prior to the Closing Date (who shall be deemed a Selling Stockholder hereunder following delivery of a Selling Stockholder Questionnaire). Parent shall include disclosure in the plan of distribution in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing (and any prospectus or prospectus supplement forming a part of such Resale Registration Statement) that Permitted Transfers to Parent such information regarding the Holders, the securities of Parent to Fund Transferees will be held transfers covered by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situationsResale Registration Statement. (bd) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member the Advisory Committee promptly upon discovery that that, or upon the discovery of the happening of any event as a result of which, the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains an untrue statement of a Material Misstatement and shall material fact or omits any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, as promptly as practicable, use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not misleading in the light of the circumstances under which they were made. After the Resale Registration Statement becomes effective, Parent shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following notify the filing thereof with the SEC. Upon being notified by Parent Advisory Committee of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to request by the SEC that Parent amend or supplement such Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared prospectus, and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause prepare and file with the SEC such amendments and supplements to the Resale Shelf Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to be continuously keep the Resale Registration Statement effective until such time as and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by the Resale Registration Statement. Parent shall furnish to each Selling Stockholder such numbers of copies of a prospectus, including a preliminary prospectus, and any supplement to any prospectus, as required by the Securities Act and requested by such Selling Stockholder and shall take such other actions (including causing the removal of any restricted legends), as the Selling Stockholders may reasonably request in order to facilitate their disposition of their Registrable Shares, subject to each Selling Stockholder providing any information reasonably requested by Parent to facilitate such action. (e) Notwithstanding any of the provisions of this Section 5.6 to the contrary, Parent shall be entitled to postpone or suspend (a “Permitted Suspension”), for a reasonable period of time, but in no event for more than 90 consecutive calendar days or for more than 120 calendar days in the aggregate in any one-year period, the effectiveness or use of, or trading under, any Resale Shelf Registration Statement (iand such Permitted Suspension shall not be a breach of its obligations hereunder) have been sold (whether if Parent shall determine that any such sale of any securities pursuant to such Resale Shelf Registration Statement would in the good faith judgment of Parent’s board of directors: (i) materially impede, delay or interfere with any material pending or proposed financing, acquisition, corporate reorganization or other similar transaction involving Parent for which Parent’s board of directors has authorized negotiations; (ii) materially adversely impair the consummation of any pending or proposed material offering or sale of any class of securities by Parent; or (iii) require disclosure of material nonpublic information that, if disclosed at such time, would be materially harmful to the interests of Parent and its stockholders. In the event of a Permitted Suspension of any Resale Registration Statement pursuant to this Section 5.6, the Selling Stockholders shall be precluded from using the Resale Registration Statement in connection with a disposition of the relevant Registrable Shares for the duration of such Permitted Suspension, and the applicable time period during which such Resale Registration Statement is to remain effective shall be extended by that number of days equal to the number of days the effectiveness of such Resale Registration Statement was postponed or suspended by such Permitted Suspension. (f) Parent shall indemnify and hold harmless each Selling Stockholder (along with (1) each Person, if any, who “controls” (within the meaning of the Securities Act or the Exchange Act) a Selling Stockholder and (2) the members, directors and officers of each Selling Stockholder, each an “Indemnified Person”) with Registrable Shares included in the Resale Registration Statement against any Losses to which such Indemnified Person may become subject by reason of (i) any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference into the Resale Registration Statement or otherwiseany amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by Parent (or any of its Representatives or Affiliates) of the Securities Act, the Exchange Act or any state securities Law in connection with the Resale Registration Statement or the offer or sale of Registrable Shares thereunder, in each case, solely to the extent such Losses directly arise out of or result from any claim or cause of action made against such Indemnified Person by an unaffiliated third party (excluding, for the avoidance of doubt, any Permitted Transferee) who purchased such Registrable Shares from such Selling Stockholder; provided that Parent shall not be liable for any such Losses to the extent such Losses arise out of or are based upon information furnished to Parent by or on behalf of such Selling Stockholder expressly for use in the Resale Registration Statement; provided, further, that Parent shall not be liable under this Section 5.6(f) for any Losses arising out of or resulting from the diminution in value of the Registrable Shares held by any Selling Stockholder following the Agreement Date; provided, further, that the indemnity obligations set forth in this Section 5.6(f) shall not apply (A) to amounts paid in settlement of any such Losses if such settlement is effected without the prior written consent of Parent (such consent not be unreasonably withheld, conditioned or delayed) or (B) if Parent is not given reasonably prompt notice of the claim. Parent shall have the right to assume the defense and settlement of any claim or suit for which Parent may be responsible for indemnification under this Section 5.6(f). Parent shall keep the Indemnified Person reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. The Indemnified Persons shall have the right to retain their own counsel with the reasonable fees and expenses for no more than one such counsel to be paid by the Parent, if, in the reasonable opinion of counsel retained by ▇▇▇▇▇▇, the representation by such counsel of the Indemnified Person and Parent would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding. Parent shall not, without the consent of the applicable Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of a release from all liability in respect to such claim or litigation. Each Selling Stockholder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, Parent, its directors and officers and each Person who controls Parent (within the meaning of the Securities Act or the Exchange Act) from and against any Losses resulting from (i) any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference into the Resale Registration Statement or any amendments or supplements thereto or (ii) may the omission or alleged omission to state therein a material fact required to be transferred under Rule 144 stated therein, or another similar exemption under necessary to make the Securities Act without manner statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission arise out of sale or volume restrictions (are based upon information furnished to Parent by or on behalf of such period, Selling Stockholder expressly for use in the “Resale Registration Period”)Statement. (dg) From the Agreement Date until the earlier of the date of this Agreement until is terminated in accordance with its terms and the end of the Registration Period, Parent shall use its reasonable best efforts to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange Act. (h) All of the expenses incurred in connection with any registration of Registrable Shares pursuant to this Agreement, including all SEC fees, blue sky registration and filing fees, listing notices and filing fees, printing fees and expenses, transfer agents’ and registrars’ fees and expenses and all fees and expenses of Parent’s outside counsel and independent accountants of Parent shall be paid by Parent. Parent shall not be responsible for any selling expenses of any Selling Stockholder (including any broker’s fees or commissions) or fees or expenses of outside counsel or independent accountants of Selling Stockholder or, to the extent incurred prior to the Closing, the Company in connection with the Resale Registration Statement. (i) Subject to the Company’s performance and compliance with its covenants set forth in this Section 5.6, Parent shall use commercially reasonable efforts to cause the shares of Parent Common Stock being issued in the Merger to be listed (subject to official notice of issuance) on Nasdaq effective as of the Closing. (j) Notwithstanding anything in this Agreement to the contrary, the obligations under this Section 5.6 shall not be terminated or modified in such a manner as to adversely affect in any material respect any Accredited Stockholder or Permitted Transferee to whom this Section 5.6 applies without the cons

Resale Registration Statement. (a) Parent shall prepare and file or cause to be prepared and filed with the SEC, as As soon as reasonably practicable following after the Closing Date (Effective Date, but in no event later than thirty (30) days following the Closing Date), a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 150 days following the Closing Effective Date and or (ii) Parent's public release of its financial results for the tenth (10th) Business Day after third quarter of 1998, Parent shall prepare and file with the date Parent is notified (orally SEC a Registration Statement on Form S-3 or in writingother appropriate form pursuant to Rule 415 under the Securities Act, whichever is earlier) or other similar rule of the SEC covering the resale by the SEC that Interest Holder of 50% of the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities shares of Parent Common Stock issued to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws him in connection with the resale Acquisition (the "Resale Registration Statement"). The Interest Holder shall, promptly after any request by Parent, furnish to Parent all financial statements and other information as may be requested by Parent in connection with preparation and filing of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use all commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective and to keep the Resale Registration Statement continuously effective for a period of two years following the Closing Date, or, if sooner, until the date on which the Interest Holder has disposed of such 50% of the shares of Parent Common Stock issued to them in connection with the Acquisition. Parent further agrees, if necessary during the time that the Resale Registration Statement is required to be maintained effective, to amend or supplement the Resale Registration Statement when required by the registration form, by the instructions applicable to such form, or by the Securities Act or the rules and regulations thereunder. (b) Parent agrees to furnish promptly to Interest Holder such number of copies of the Resale Registration Statement, any amendments thereto, any documents incorporated by reference therein, the prospectus included in the Resale Registration Statement, including any preliminary prospectus, and such other documents as all Registrable Shares Interest Holder may reasonably request in writing in order to facilitate the disposition of the shares of Parent Common Stock covered by such the Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”"Registered Stock"). (dc) From the date Parent agrees to promptly notify each holder of this Agreement until the end of the Registration PeriodRegistered Stock, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement to such prospectus or an amendment of the Resale Registration Statement necessary in order to maintain the effectiveness of the Resale Registration Statement and to ensure that such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and to promptly file with the SEC and (d) Interest Holder agrees that, upon receipt of written notice from Parent of the happening of any event of the kind described in Section 8.13(c) hereof, Interest Holder will treat such information as confidential, will immediately discontinue the disposition of Registered Stock pursuant to the Resale Registration Statement until Interest Holder's receipt of the copies of the revised prospectus contemplated by Section 8.13(c) hereof (a timely manner "Suspension Period") and, if so directed by Parent, Interest Holder will deliver to Parent all reports copies, other than permanent file copies then in Interest Holder's possession, of the most recent prospectus covering such Registered Stock at the time of receipt of such notice. Parent agrees and acknowledges that for the period beginning on the date on which Parent announces its results of operations for the first full calendar month of combined operations of Parent and the Company and ending six months thereafter (i) it shall not impose any single Suspension Period in excess of 30 consecutive days, (ii) a period of at least 10 trading days must occur between Suspension Periods and (iii) that the total number of days constituting Suspension Periods shall not exceed 100 days in the aggregate, provided that such limitations shall not apply to events of the type described in Section 8.13(c) hereof which are beyond Parent's control. (e) Parent shall use all commercially reasonable efforts to register or qualify the Registered Stock under such other documents securities or blue sky laws of such jurisdictions as each holder of Registered Stock shall reasonably request, and do any and all other acts and things which may be necessary under such securities or blue sky laws to enable each such holder of Registered Stock to consummate the public sale or other disposition in such jurisdictions of the Registered Stock owned by such holder, except that Parent shall not for any such purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified. (f) Parent shall use all commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of the Resale Registration Statement, and if one is issued, use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the Resale Registration Statement at the earliest possible moment. (g) Parent shall promptly file appropriate additional listing applications, and shall use all commercially reasonable efforts to cause the Registered Stock to be filed by listed on the securities exchange or quoted on the automated quotation system on which the Parent under Common Stock is then listed or quoted. (h) Parent shall otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the SEC in connection with the Resale Registration Statement and make generally available to Parent's security holders, in each case as soon as practicable, but not later than 45 days after the close of the period covered thereby (90 days in case the period covered corresponds to a fiscal year of Parent), an earnings statement of Parent which will satisfy the provisions of Section 11(a) of the Securities Act and the Exchange ActRule 158 thereunder (or any comparable successor provisions).

Resale Registration Statement. (a) Parent shall prepare and file or cause to be prepared and The Company has filed with the SEC, as soon as practicable following Securities and Exchange Commission (the Closing Date (but in no event later than thirty (30"Commission") days following the Closing Date), a Registration Statement for an offering on Form SB-2 (the "Resale Registration Statement") to be made register under the Securities Act of 1933, as amended (the "Securities Act"), the sale of certain shares of Common Stock by certain selling stockholders of the Company on a delayed or continuous basis, basis pursuant to Rule 415 promulgated under the Securities Act. The Company expects that the Resale Registration Statement will become effective on or prior to December 31, 1995. The Company hereby covenants that it will promptly amend the Resale Registration Statement to include the sale of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), Warrant Shares and any securities issued or issuable with respect to the Warrant Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein reorganization (collectively, the “Holders”"Registrable Securities") by the Holder or Holders of this Warrant, and will use its best efforts to obtain and maintain the effectiveness of the Resale Registration Statement until the expiration of the four (4) year period immediately following the date of this Warrant, or until all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired Registrable Securities have been sold by the CBA MemberHolder or Holders, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 if sooner (the “Resale Shelf "Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”Period"). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees The Holder or Holders of this Warrant shall provide the Company, from time to comply with all applicable federal and state securities Laws in connection with time, as reasonably requested by the resale Company, written information concerning the Holder's ownership of the Company's securities, such ▇▇▇▇▇▇'s intentions concerning the sale of Registrable Shares pursuant Securities and such other matters as are required in order to enable the Company to amend, and obtain and maintain the effectiveness of, such Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof in accordance with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be usedthis Section 14. (c) Following declaration In the event the Resale Registration Statement shall not be declared effective by the Commission by December 31, 1995, or the Resale Registration Statement is declared effective but shall thereafter at any time during the Registration Period cease to be effective, the Holder or Holders of this Warrant shall have the rights set forth in Sections 15 and 16 below to request registration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective Registrable Securities until such time as all Registrable Shares covered by such the Resale Shelf Registration Statement (i) shall have been sold (whether pursuant declared effective or again becomes effective, as the case may be; provided that to such the extent the Company is required to file a post-effective amendment to the Resale Shelf Registration Statement or otherwisein order to update such registration statement as required by Section 10(a)(3) or (ii) may be transferred under Rule 144 or another similar exemption under of the Securities Act without manner of sale or volume restrictions (such period1933, the “Registration Holder or Holders of this Warrant shall not be entitled to exercise the rights set forth in Sections 15 and 16 below during the 60 day period following the filing of such post-effective amendment with the Commission (the "Stand-Still Period”"), provided the Company uses its reasonable best efforts to obtain the effectiveness of such post-effective amendment during such Stand-Still Period. (d) From In the date event the Company is for any reason unable to include the Registrable Securities in the Resale Registration Statement, during the Registration Period the Holder or Holders of this Agreement until Warrant shall have the end rights set forth in Sections 15 and 16 below to request registration of the Registration PeriodRegistrable Securities, Parent it being agreed by the Company that the Holder or Holders of this Warrant shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents not be required to be filed by Parent under exercise this Warrant if such exercise is necessary to include the Registrable Securities Act and in the Exchange ActResale Registration Statement.

Resale Registration Statement. (a) Parent shall prepare Subject to the terms and file or cause to be prepared and filed with the SECconditions set forth in this Annex A, as soon as practicable following ▇▇▇▇▇ agrees that on the Closing Date (but in no event later than thirty i) if Buyer is a WKSI at such time, it will file a Form S-3ASR (30) days following the Closing Date), or a Registration Statement for an offering post-effective amendment or prospectus supplement to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be Buyer’s registration statement on Form S-3 S-3ASR filed April 6, 2022 (orFile No. 333-264153)) or (ii) if Buyer is not a WKSI at such time, it will file a registration statement on Form S-3, if available, or if Form S-3 is not available available, on any applicable form pursuant to be used by Parent at such Rule 415 under the Securities Act, providing for the resale pursuant to Rule 415 from time to time, and on Form S-1 or another appropriate form permitting a continuing basis, by Parent, of the Registrable Securities (such registration statement, the “Resale Registration of Statement” and such CBA Closing Consideration and Pubco Shareholder Issuance for resaleprospectus supplement, including the base prospectus included in the Resale Registration Statement, the “Resale Prospectus Supplement”). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent Buyer shall use commercially reasonable efforts to cause such provide a draft of the Resale Shelf Registration Statement or Resale Prospectus Supplement (or any amendments or supplements thereto) to be amended by post-effective amendment as promptly as practicable, such that Parent for review at least 5 Business Days in advance of the filing of the Resale Shelf Registration Statement or Resale Prospectus Supplement (or any amendments or supplements thereto) and shall be on Form S-3consider in good faith Parent’s (or its counsels’) reasonable comments thereto before it is filed with the SEC. Parent shall use commercially reasonable efforts to cause the The Resale Shelf Registration Statement to be declared effective or Resale Prospectus Supplement shall include a “plan of distribution” that permits disposition of the Registrable Securities by Parent either in Block Trades (as soon as possible after filing but no later than defined below), agented transactions, sales directly into the earlier of market or a combination thereof; and provides for any derivative transactions contemplated by Parent (ior any underwriter or broker) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of connection with such effectivenessdisposition; provided, however, that Parent’s obligations Parent shall not knowingly transfer and shall direct any underwriter or broker not to include the transfer Registrable Shares held by the Holders Securities to any Person set forth on Schedule I hereto, and in the Resale Shelf Registration Statement are contingent upon event Parent is selling Registrable Securities in a Block Trade then Parent shall advise and instruct the Holders timely furnishing underwriters for such offering in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration limitations set forth in this Section 2 of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until the end of the Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange Act.Annex A.

Resale Registration Statement. (a) Subject to the receipt by Parent of the Registration Reporting Information required to be provided by the Company at least 15 Business Days prior to the Closing Date, Parent shall prepare and shall file or cause to be prepared and filed with the SECSEC on Closing (or on the date on which Parent has been in receipt of the Registration Reporting Information for 15 Business Days), a registration statement of Parent (the “Resale Registration Statement”) registering the resale by the Company Stockholders and each holder of a Company Equity Award that is entitled to receive the Per Share Cash Consideration (each such holder of a Company Equity Award, a “Company Award Holder” and, collectively with the Company Stockholders, the “Company Selling Stockholders”) of the Stock Consideration issued in connection with this Agreement and the transactions contemplated hereby; provided, that if the Closing Date shall be at a time when trading of Parent Common Stock has been suspended under Parent’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies by reason of Parent’s preparation of its Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, Parent shall not be required to file the Resale Registration Statement until the date it files such Annual Report or Quarterly Report. Parent will use its reasonable best efforts to ensure that the Resale Registration Statement, together with the documents incorporated by reference therein, complies as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, as applicable. (b) If the Resale Registration Statement is not an Automatic Resale Registration Statement, each of Parent and the Company shall use its reasonable best efforts to have the Resale Registration Statement declared effective under the Securities Act as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date), a after such Resale Registration Statement is filed. Parent will advise the Company, promptly after Parent receives notice thereof, of any request by the SEC for an offering amendment of the Resale Registration Statement or any SEC comments thereon. Once declared effective, or, if Parent is eligible to be made file the Resale Registration Statement on a continuous basis, Form S-3 pursuant to Rule 415 of 462(e) under the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(aan “Automatic Shelf Registration Statement”), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary salesan Automatic Resale Registration Statement, once the Resale Registration Statement is filed, Parent shall use commercially reasonable efforts shall, subject to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicablethe other applicable provisions of this Agreement, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared continuously effective and usable until the date that is the 18-month anniversary of the Closing Date, or such earlier time as soon as possible after filing but no later than the earlier of (i) 180 all shares of Parent Common Stock covered by such Resale Registration Statement (as used in this Section 5.6, “Registrable Securities”) have been sold pursuant to such Resale Registration Statement or otherwise or (ii) no Company Significant Stockholder is an “affiliate” of Parent or owns at least 2% of the total Parent Common Stock then outstanding; provided, that if, during the period between the 18-month anniversary and the three-year anniversary of the Closing Date, Parent has not yet completed two “takedowns” at the request of the Company Significant Stockholder pursuant to Section 5.6(d) hereof, Parent shall, upon receipt of a valid Demand Notice delivered at least seven business days in advance by any Company Significant Stockholder from the Company Significant Stockholder requesting that Parent facilitate a takedown pursuant to Section 5.6(d) hereof, Parent shall again file a Resale Registration Statement (or a registration statement on any such other form as Parent deems appropriate), which may be an Automatic Shelf Registration Statement, if Parent is so eligible, and facilitate a “takedown” (which may include Underwritten Offerings) pursuant to this Section 5.6, and shall have no further obligation to cause such Resale Registration Statement (or such other form) to be effective and usable beyond the completion of such takedown; provided further, however, that Parent shall not be deemed to have breached its obligations under this Section 5.6, (x) if Parent shall fail to fulfill its obligations under this Section 5.6 at a time when trading of Parent Common Stock has been suspended under Parent’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies, including if Parent reasonably believes that it is in possession of material nonpublic information involving the Parent, the failure of which to be disclosed in the prospectus included in the Resale Registration Statement could result in a violation of applicable Law or (y) if Parent has not timely received the Registration Reporting Information or the Company has failed to perform or comply with its covenants set forth in this Agreement, including this Section 5.6; provided, that the number of such suspensions or delays under this Section 5.6(b) shall not exceed two in any 12 month period following the Closing Date (and (ii) in total the tenth (10th) Business Day after the date Parent is notified (orally suspensions or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will delays shall not be “reviewed” exceed a suspension or will not be subject to further review and shall provide prompt notice to the Holders delay of more than 90 days during any such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used12 month period). (c) Following declaration of The Company agrees to cooperate (and to use its reasonable best efforts to cause its Representatives to cooperate) with Parent, and to promptly furnish to Parent (and to use its reasonable best efforts to cause its Representatives to furnish) all information concerning it as is required by the effectiveness of SEC to be included in the Resale Shelf Registration Statement (including any financial statements required to be included therein or incorporated therein by reference) or in connection with Parent’s SEC reporting obligations related to this Agreement or the transactions contemplated hereby. Without limiting the foregoing, the Company shall provide (and use its reasonable best efforts to cause its Representatives to provide, as applicable) (i) audited annual and unaudited interim financial statements (including footnotes) that are timely reviewed by the Company’s independent auditor for the periods required to be included or incorporated by reference in the Resale Registration Statement, (ii) the consent of the Company’s independent auditor to include or incorporate by reference audited financial statement reports in the Resale Registration Statement, (iii) information necessary to enable Parent to prepare required pro forma financial statements and related footnotes and (iv) any other information required to be included or incorporated by reference in the Resale Registration Statement, or in connection with Parent’s SEC reporting obligations related to this Agreement or the transactions contemplated hereby (all such financial statements provided for in subclause (i) above required to be included or incorporated by reference in the Resale Registration Statement, the “Required Company Financials”, and together with all such other information provided in this Section 5.6, the “Registration Reporting Information”). The Company shall use its commercially reasonable efforts to cause each Company Stockholder, no later than 30 calendar days prior to the Closing, to deliver all documentation, in form and substance reasonably acceptable to Parent, necessary to determine whether or not such Company Stockholder is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act), prior to the payment of the applicable portion of the Stock Consideration to such Company Stockholder. Notwithstanding the foregoing, Parent may determine in its reasonable discretion that any such Company Stockholder is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act). (d) Upon the written request (each, a “Demand Notice”) delivered at least seven Business Days in advance by any Company Significant Stockholder who, on an individual basis, directly holds 40% or more of the outstanding shares of Company Common Stock on the date hereof, at any time and from time to time that the Resale Registration Statement is effective, the Parent shall use commercially reasonable efforts to cause facilitate a “takedown” (which may include Underwritten Offerings) of all or any portion of such Company Significant Stockholder’s Registrable Securities off of such Resale Registration Statement, based on the Resale Shelf Registration Statement to be continuously effective until such time as all dollar amount or number of Registrable Shares covered Securities specified in writing by such Resale Shelf Registration Statement Company Significant Stockholder to the Parent. Notwithstanding the foregoing, the Parent shall not be obligated to facilitate (i) have been a takedown unless such takedown shall include Registrable Securities proposed to be sold by such Company Significant Stockholder with a total offering price reasonably expected to equal or exceed, in the aggregate, $150,000,000 (whether pursuant to such Resale Shelf Registration Statement or otherwiseor, if less, 33% of the total number of Registrable Securities received by the Company Significant Stockholder which submitted the Demand Notice) or (ii) more than two takedowns under this Section 5.6(d) and, in any event, shall not be obligated to facilitate a takedown under this Section 5.6(d) during a closed trading window period or if the Parent reasonably believes that it is or may be transferred under Rule 144 or another similar exemption under in possession of material nonpublic information involving the Securities Act without manner of sale or volume restrictions (such periodCompany, the failure of which to be disclosed in the prospectus included in the Resale Registration Statement or the documents incorporated by reference therein could result in a violation of applicable Law, in which case the filing of the applicable prospectus or prospectus supplement may be delayed until the earlier of the second Business Day after the Parent ceases to be in such possession and the 90th calendar day after receipt by the Parent of the written request from such Company Significant Stockholder to effect a takedown under this Section 5.6(d); provided, that the number of any such delays or any delay pursuant to Section 5.6(b)(x) and Section 5.6(b)(y) shall not exceed two in any 12 month period following the Closing Date (and no more than 90 days in any 12 month period). In connection with any takedown pursuant to this Section 5.6(d), Parent will as expeditiously as possible enter into such customary agreements (including an underwriting agreement in customary form with underwriters selected by ▇▇▇▇▇▇▇▇▇ and reasonably agreeable to the Parent that shall consist of reputable nationally recognized investment banks), which shall include (x) customary indemnification provisions and procedures and (y) customary representations and warranties to the underwriters, with respect to the business of Parent and its Subsidiaries, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings, and take such other actions as the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities. A Company Significant Stockholder that delivers a Demand Notice shall have the right to terminate (x) any takedown pursuant to Section 5.6 at least two Business Days prior to the “launch” of any marketing efforts of such takedown, and Parent shall not be deemed to have facilitated a takedown pursuant to Section 5.6 (i.e., it will not count as one of the two takedowns to which such Company Significant Stockholder is entitled); and (y) one takedown in any 12-month period pursuant to Section 5.6 after the “launch” of any marketing efforts of such takedown but before completion of such takedown, and Parent shall not be deemed to have facilitated a takedown pursuant to Section 5.6 (i.e., it will not count as one of the two takedowns to which such Company Significant Stockholder is entitled); in both cases, whether or not any other Company Significant Stockholder or Parent has elected to include Registrable Securities in such takedown as provided in Section 5.6(e); provided, that, in both cases, any Registration Period”)Expenses in connection with any such terminated takedown shall be borne by such Company Significant Stockholder. (de) From the date Upon receipt of this Agreement until the end of the Registration Perioda validly submitted Demand Notice, Parent shall make give written notice (each, a “Piggyback Notice”) of its proposed takedown to all other Company Significant Stockholders who are holders of Registrable Securities as soon as practicable, which notice shall (x) describe the amount of Parent Common Stock to be included in such takedown, the intended method(s) of distribution, and keep public information availablethe name of the proposed managing underwriter or underwriters, if any, in such takedown, and (y) offer to such Company Significant Stockholders the opportunity to include in such takedown such number of Registrable Securities as such Company Significant Stockholders may request in writing within five days after receipt of such Piggyback Notice (such registered takedown, a “Piggyback Registration”). Parent shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing underwriter or underwriters of such Piggyback Registration to permit the Registrable Securities requested by such Company Significant Stockholders pursuant to this Section 5.6(e) to be included therein on the same terms and conditions as any other Registrable Securities included in such takedown and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Company Significant Stockholder’s Registrable Securities in a Piggyback Registration shall be subject to such Company Significant Stockholder’s agreement to enter into an underwriting agreement in customary form with the underwriter(s) selected for such takedown pursuant to Section 5.6(d) hereof, as those terms are understood negotiated in good faith and defined agreed upon among Parent, the Company Significant Stockholder participating in Rule 144 under such takedown and such underwriter(s). Notwithstanding the foregoing, if the managing underwriter or underwriters in takedown that is to be a Piggyback Registration, in good faith, advise Parent and the Company Significant Stockholders participating in the Piggyback Registration in writing that the dollar amount or number of shares of Registrable Securities Actexceeds the number of Registrable Securities which can reasonably be expected to be sold in such takedown without adversely affecting the success of the takedown (including the price, timing or distribution of the Registrable Securities to be sold in such takedown), Parent shall include in such Piggyback Registration: (i) first, the Registrable Securities that the holder that submitted the Demand Notice proposes to sell in such takedown; (ii) second, any Registrable Securities requested to be included therein by any other Company Significant Stockholder, allocated, in the case of this clause (ii), pro rata among such Company Significant Stockholders on the basis of the number of Registrable Securities initially proposed to be included by each such holder in such takedown, up to the number of Registrable Securities, if any, that the managing underwriters determine can be included in the takedown without reasonably being expected to adversely affect the success of the takedown (including the price, timing or distribution of the securities to be offered in such takedown); and (iii) third, if applicable, any Parent Common Stock proposed to be sold for the account of Parent in such takedown. Each Company Significant Stockholder that holds Registrable Securities agrees that in connection with any underwritten takedown pursuant to Section 5.6(d) or this Section 5.6(e), and file with upon written request from the SEC managing underwriter(s) for such takedown, such holder shall not, without the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in a timely manner all reports no event be longer than seven days prior to and other documents 60 days after the pricing of such offering), effect any public sale or distribution of any similar securities to those being registered, including any sale under Rule 144. Beginning one year after the Closing Date, the Piggyback Notice contemplated herein shall not be required to be filed delivered to any Company Significant Stockholder who is able to sell all of its Registrable Securities without restriction pursuant to Rule 144. In addition, to the extent the offering contemplated by Parent under the Securities Act and the Exchange Act.party submitting a Demand Notice is an overnight or one-day block t

Resale Registration Statement. (a) Parent shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable following the Closing Date (but in no event Not later than thirty (30) days following after the Closing Date)Series A Preferred Stock Issuance, the Company shall file with the SEC a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, ”) registering for resale at prevailing market prices all of the “Registrable Shares”)Securities. The Resale Shelf Company shall use its best efforts to obtain effectiveness of the Registration Statement with respect to all Registrable Securities as soon thereafter as is practicable, and shall be on Form S-3 (respond to all oral and written comments from the staff of the SEC. a. The parties shall endeavor to take all actions to obtain effectiveness of such Resale Registration Statement or, if Form S-3 is not available and to be used by Parent at the extent such timerule becomes available, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance utilize the re-sale exemptions provided under Rule 144 in order to provide liquidity for resale). If these shares. b. In the event that the Company shall for any reason fail to: (i) file with the SEC the initial Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to within thirty (30) days after the date of the Series A Preferred Stock Issuance (the “Required Filing Date”); or (ii) cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC within one hundred and twenty (120) days after the filing of such initial Resale Registration Statement (the “Required Effective Date”), then and in either such event, the Company shall pay to the Investors a cash amount that shall be equal to two percent (2%) of the aggregate principal amount of the Notes or aggregate Stated Value of the Series A Preferred Stock (as applicable) for each month (or part thereof) following the Required Filing Date that the Resale Shelf Registration Statement will shall not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection have been duly filed with the resale of Registrable Shares pursuant to SEC, and/or for each month (or part thereof) following the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery Required Effective Date that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of shall not have been declared effective by the Resale Shelf SEC (the “Late Registration Statement contains a Material Misstatement and Payment”). Such Late Registration Payment shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant be paid to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until Investors within 30 days after the end of each month in which such Late Registration Payment shall be payable, and until the Company shall have complied with the provisions of this Section 5b. Notwithstanding the foregoing, the aggregate amount of the Late Registration Period, Parent Payment shall not exceed ten percent (10%) of the aggregate principal amount of the Notes or aggregate Stated Value of the Series A Preferred Stock (as applicable). Failure by the Company to timely make and keep public information available, as those terms are understood and defined in Rule 144 any or all of such Late Registration Payments shall constitute an Event of Default under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange ActNotes.

Resale Registration Statement. (a) The Parent Common Stock issued as Merger Consideration pursuant to the terms of this Agreement will be issued in a transaction exempt from registration under the Securities Act (by reason of Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act) and therefore may not be re-offered or resold other than in conformity with the registration requirements of the Securities Act and such other applicable rules and regulations or pursuant to an exemption therefrom. The Parent Common Stock to be issued as Merger Consideration will be “restricted securities” within the meaning of Rule 144 under the Securities Act and may not be offered, sold, pledged, assigned or otherwise transferred unless (i) a registration statement with respect thereto is effective under the Securities Act and any applicable state securities laws or (ii) an exemption from such registration exists and Parent receives an opinion of counsel to the holder of such securities, which counsel and opinion are reasonably satisfactory to Parent, that such securities may be offered, sold, pledged, assigned or transferred in the manner contemplated without an effective registration statement under the Securities Act or applicable state securities laws. The Parent Common Stock issued hereunder shall, if certificated, bear an appropriate legend (or if held in book-entry form, will be noted) with respect to such restrictions. (b) Promptly (and in any event within ten (10) Business Days) following the later of the Closing Date or the date that the Company Audited Financial Statements have been provided to Parent, Parent shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date), a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable best efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible reasonably practicable after filing but no later than filing, a shelf registration statement on Form F-3 or, if Form F-3 is not available to Parent, another appropriate form (including any amendments or supplements, the earlier “Registration Statement”) and the prospectus (including any amendments or supplements, the “Prospectus”) forming part of the Registration Statement in compliance with Rule 415 under the Securities Act covering the resale on a continuous basis of all of the Registrable Securities from time to time after the Closing Date by and pursuant to any method or combination of methods legally available to the holders of Registrable Securities; it being agreed that Parent shall submit such Registration Statement to the Sellers’ Representative at least five (i5) 180 days prior to filing, for the Company’s review and shall consider any reasonable comments of the Company on such Registration Statement. Such Registration Statement shall be an “automatic resale registration statement” as defined pursuant to Rule 462(e) if Parent so qualifies, and to the extent Parent does not so qualify, Parent shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such Registration Statement is filed with the SEC. Parent shall use reasonable best efforts to cause the Registration Statement to be continuously effective (subject to Section 6.1(d)), and maintain and update the Registration Statement and the Prospectus as necessary, for a period of three years following the Closing Date and or, if sooner, the date on which all shares of Parent Common Stock subject to the Registration Statement cease to be Registrable Securities hereunder. (c) Parent shall have the right at any time, upon written notice (with immediate effect) to the holders of Registrable Securities (each, a “Blackout Notice”), to (i) delay the filing of the Registration Statement or a request for acceleration of the effective date, or (ii) suspend the tenth Registration Statement after effectiveness and require that the holders of Registrable Securities immediately cease sales of shares pursuant to any Registration Statement in the event, in the case of clause (10thi) Business Day after the date or (ii), that (A) Parent is notified (orally or may be in writingpossession of material non-public information, whichever is earlier) by the SEC that disclosure of which, in the Resale Shelf good faith judgment of Parent, in the Registration Statement will not would be “reviewed” or will not be subject to further review and shall provide prompt notice harmful to the Holders interests of Parent and its stockholders and the failure of which to disclose in the Registration Statement, in the good faith judgment of Parent’s outside legal counsel, would reasonably be expected to result in a violation of securities laws or (B) any other event occurs that, in the good faith judgment of Parent’s outside legal counsel, makes any statement of a material fact made in such effectivenessRegistration Statement, including any document incorporated by reference therein, untrue or that requires the making of any additions or changes in such Registration Statement in order to make the statements therein not misleading; provided, however, that Parent’s obligations to include Parent may not suspend the Registrable Shares held by filing or effectiveness or use of the Holders Registration Statement for more than forty-five (45) consecutive calendar days and not more than ninety (90) total calendar days in the Resale Shelf aggregate, in each case during any twelve (12) month period. If Parent suspends the Registration Statement are contingent upon and requires the Holders timely furnishing holders of Registrable Securities to cease sales of shares pursuant to this Section 6.1(d), Parent shall, as promptly as reasonably practicable following the termination of the circumstance which entitled Parent to do so, take such actions as may be reasonably necessary to file or reinstate the effectiveness of such Registration Statement and give written notice to all holders of Registrable Securities authorizing them to resume sales pursuant to such Registration Statement. If as a result thereof the Prospectus included in writing any Registration Statement has been amended to comply with the requirements of the Securities Act, Parent shall enclose such revised Prospectus with the notice to holders of Registrable Securities given pursuant to this Section 6.1(d), and the holders of Registrable Securities shall make no offers or sales of shares pursuant to such Registration Statement other than by means of such revised Prospectus. Parent need not specify the nature of the event giving rise to any delay or suspension in any notice to holders of Registrable Securities and shall not include any material nonpublic information regarding the Holders, reason for the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute suspension in any such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”)notice. (d) From Parent shall: (i) provide written notice to each Holder of Registrable Securities within two Business Days of the date issuance by the SEC of this Agreement until any stop order suspending the end effectiveness of the Registration Period, Parent shall make and keep public information available, Statement or the initiation of any proceedings for such purpose; (ii) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement as those terms are understood and defined in Rule 144 promptly as reasonably practicable; (iii) pay all registration fees under the Securities Act, all printing expenses and file all fees and disbursements of Parent’s legal counsel, Parent’s independent registered public accounting firm and any other persons retained by Parent, and any other expenses incurred by Parent, in connection with the SEC performance of Parent’s obligations under this Section 6.1; and (iv) use its reasonable best efforts, upon request of any Holder of Registrable Securities, to, subject to compliance with applicable securities laws, (A) cause the removal of the restrictive legends from any shares of Parent Common Stock being sold under the Registration Statement or pursuant to Rule 144 at the time of such sale of shares of Parent Common Stock and (B) cause its legal counsel to deliver an opinion, if necessary, to the transfer agent for the Parent Common Stock in a timely manner all reports and other documents connection with the removal of such restrictive legends. (e) As promptly as reasonably practicable following the date of this Agreement, the Company will furnish to Parent (i) audited financial statements for each of its fiscal years required to be filed by Parent included in the Registration Statement along with auditor consent (the “Company Audited Financial Statements”) and (ii) unaudited interim financial statements for each interim period completed prior to Closing that would be required to be included in the Registration Statement or any periodic report due prior to the Closing if the Company were subject to the periodic reporting requirements under the Securities Act or the Exchange Act (the “Company Interim Financial Statements”). Each of the Company Audited Financial Statements and the Company Interim Financial Statements will be suitable for inclusion in the Registration Statement and prepared in accordance with GAAP as applied on a consistent basis during the periods involved (except in each case as described in the notes thereto) and on that basis will present fairly, in all material respects, the financial position and the results of operations, changes in stockholders’ equity and cash flows of the Company as of the dates of and for the periods referred to in the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be. The Company’s auditor will be (i) a registered public accounting firm (as defined in Section 2(a)(12) of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act), (ii) “independent” with respect to Company within the meaning of Regulation S-X under the Exchange ActAct and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder.

Resale Registration Statement. Within five (a5) Parent Business Days following the Closing Date, Pensare shall prepare and file or cause to be prepared and filed with the SEC, a registration statement on Form S-3 or such other applicable form (as soon as practicable following amended or supplemented from time to time, the Closing Date (but in no event later than thirty (30) days following the Closing Date“Registration Statement”), a Registration Statement for in connection with the registration under the Securities Act of an offering to be made on a continuous basis, basis pursuant to Rule 415 of the Securities Act or any successor theretoAct, registering the resale from time-to-time of the shares of Pensare Common Stock issued to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement Holdings pursuant to Section 7.9 named as “selling shareholders” therein this Agreement (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all including any such shares of Parent Class A Pensare Common Stock acquired transferred by the CBA Member, Holdings to its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 members) (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable SharesSecurities”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent Pensare shall use commercially its reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable best efforts to cause the Resale Shelf Registration Statement to be comply with the rules and regulations promulgated by the SEC, including providing any necessary opinions of counsel, and to have the Registration Statement declared effective as soon as possible after filing but no later than under the earlier of (i) 180 days following Securities Act. Notwithstanding the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writingforegoing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that ParentPensare’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement under this Section 8.12 are contingent upon the Holders timely Holdings (and any members of Holdings to which Holdings transferred Registrable Securities) furnishing in writing to Parent Pensare such information regarding the HoldersHoldings (or such members of Holdings), the securities of Parent to be Pensare held by the Holders Holdings (or its affiliates) and the intended method of disposition of the Registrable Shares Securities as shall be reasonably requested by the Parent Pensare to effect the registration of the such Registrable SharesSecurities, and the Holders shall execute such documents in connection with such registration as Parent Pensare may reasonably request that are customary of a selling stockholder in similar situations. . Pensare shall use reasonable best efforts to cause the Registration Statement to be declared effective as soon as possible after filing, but in no event later than sixty (b60) CBA Member agrees days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to comply with all applicable federal ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and state securities Laws in connection with receives comments from, the staff of the SEC. Once effective, Pensare shall use reasonable best efforts to keep the Registration Statement continuously effective and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available for the resale of the Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery Securities; provided, however, that the Resale Shelf Registration Statement or any supplement as to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement particular Registrable Securities, such securities shall cease to be Registrable Securities (and Pensare shall use commercially reasonable efforts have no further obligations to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of maintain the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until with respect thereto) when: (a) such time as all Registrable Shares covered by such Resale Shelf securities shall have been sold, transferred, disposed of or exchanged in accordance with the Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until the end of the Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 registration statement filed under the Securities Act); (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by Pensare and file with the SEC in a timely manner all reports and other documents required to be filed by Parent subsequent public distribution of them shall not require registration under the Securities Act Act; (c) such securities shall have ceased to be outstanding; or (d) such securities are freely saleable under Rule 144 without volume or manner of sale limitations. Pensare shall bear its own costs and the Exchange Actexpenses associated with its obligations under this Section 8.12.

Resale Registration Statement. Section 5.15(a) is hereby deleted in its entirety and replaced with the following: (a) Parent Each of Acquirer and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall prepare cooperate with respect to the preparation and file or cause to be prepared and filed filing with the SEC, as soon as practicable SEC of a registration statement of Acquirer registering the resale by Company Securityholders holding shares of Acquirer Common Stock issued hereunder following Closing (the Closing Date (but in no event later than thirty (30) days following the Closing Date“Resale Registration Statement”), . If Acquirer is eligible to file a Resale Registration Statement for an offering to be made on a continuous basis, Form S-3 pursuant to Rule 415 462(e) under the Securities Act (an “Automatic Resale Registration Statement”) registering the resale by the Company Securityholders holding shares of Acquirer Common Stock issued hereunder, Acquirer shall prepare such Automatic Resale Registration Statement and the Form 8-K/A attaching the Required Financials (the “Form 8-K/A”), with the cooperation of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and, subject to Acquirer’s timely receipt of the Reporting Information and the Company’s performance and compliance with its covenants set forth in this Section 5.15, Acquirer shall use its reasonable best efforts to have such Form 8-K/A and Automatic Resale Registration Statement ready for filing with the SEC within a reasonable period following the Closing, provided that Acquirer shall only be obligated to file the Resale Registration Statement (x) during an “open trading window” as determined by Acquirer’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies and (y) no sooner than 20 days after Acquirer’s receipt of the Reporting Information. Acquirer will cause the Resale Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act or any successor thereto, registering and the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), rules and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”)regulations thereunder. The Resale Shelf Registration Statement shall be on Form S-3 (orCompany and, if Form S-3 is not available to be used by Parent at such timeafter the Closing, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale)▇▇▇▇▇▇▇ ▇. If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales▇▇▇▇▇▇▇, Parent shall use its commercially reasonable efforts to: (a) deliver prior to cause such Resale Shelf Registration Statement Closing the Required Financials, (b) upon Acquirer’s request, assist Acquirer and its Representatives in the preparation of any pro forma financial statements of the Company that may be required in connection with Acquirer’s SEC reporting obligations related to be amended by post-effective amendment as promptly as practicable, such that this Agreement or any of the Transactions or the filing of the Resale Shelf Registration Statement shall be on Form S-3. Parent shall Statement, (c) promptly furnish such information as Acquirer may reasonably request in connection with such financial statements, the Resale Registration Statement, or the performance of Acquirer’s SEC reporting obligations relating to this Agreement or any of the Transactions, (d) complete, execute, acknowledge and deliver, or use commercially their reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date completed, executed, acknowledged and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) delivered by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition appropriate representatives of the Registrable Shares Company or Company Securityholders, in each case, such questionnaires and other documents, certificates and instruments as shall may be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws Acquirer in connection with the resale filing of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or the financial statements or the performance of Acquirer’s SEC reporting obligations relating to this Agreement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement Transactions and shall use commercially reasonable efforts (e) cause the Company’s auditors to supplement deliver any consent required to file the Required Financials to comply with Acquirer’s SEC reporting obligations or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to file the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold the Required Financials, together with the information in (whether pursuant to such Resale Shelf Registration Statement or otherwise) or b), (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions c), and (such periodd), the “Registration PeriodReporting Information”). (d) From the date of this Agreement until the end . Subject to Acquirer’s timely receipt of the Registration PeriodReporting Information and the Company’s and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇’ performance and compliance with their respective covenants set forth in this Section 5.15, Parent Acquirer shall make and keep public information available, as those terms are understood and defined in Rule 144 under use its reasonable best efforts to file the Securities Act, and file Form 8-K/A with the SEC in a timely manner all reports as soon as reasonably practicable following its preparation. Notwithstanding any other provision of this Section 5.15(a) to the contrary, the obligations of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ under this Section 5.15(a) shall survive from and other documents required to be filed by Parent under after the Securities Act and the Exchange ActClosing Date for 180 days.”

Resale Registration Statement. (a) Parent shall prepare The Beneficiary will prepare, and file or cause to be prepared and filed with the SEC, as soon as practicable following after the Closing Date promptly (but in no event later than thirty twenty (3020) days following Business Days after the Closing Date)) file with the SEC, a resale registration statement (the “Registration Statement for an offering Statement”) relating to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or offer and sale by Contributors at any successor thereto, registering the resale time and from time to time by CBA Memberon a delayed or continuous basis in accordance with Rule 415 under the Securities Act and in accordance with this Agreement, its Affiliates of the Beneficiary Shares issuable under the Contribution Agreement (as defined in the Stockholder Agreementincluding Beneficiary Shares subject to escrow), together with such Affiliates indeterminate number of Parent set forth on Schedule 7.4(a)additional securities resulting from stock splits, and any stock dividends or other Person who executes an Additional Purchase Subscription distributions, exchanges, recapitalizations or similar transactions with respect to the Beneficiary Shares issuable under the Contribution Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable SharesSecurities”). The Resale Shelf Beneficiary shall use its best efforts to have the Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-declared effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but in no event later than the earlier of (ia) 180 days forty (40) Business Days following the Closing Date and (iib) the tenth five (10th5) Business Day after Days following the date Parent is notified (orally or in writing, whichever is earlier) by on which the SEC notifies the Beneficiary or its counsel that the Resale Shelf Registration Statement will is not be “reviewed” or will not be subject to any further review and shall provide prompt notice to the Holders of such effectivenessreview; provided, however, that Parent’s obligations to include if the Registrable Shares held by SEC screens the Holders in the Resale Shelf Registration Statement are contingent for review, then the forty (40) Business Days period shall be extended to sixty (60) Business Days (with such date on which the Registration Statement becomes effective referred to as the “Effective Date”). Promptly upon receipt of an order of the Holders timely furnishing in writing to Parent such information regarding SEC declaring the HoldersRegistration Statement effective, the securities of Parent Beneficiary shall deliver or make available to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide Contributors a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives and any amendments thereto together with confirmation from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing the Beneficiary that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement is effective and an opinion of counsel representing the Company for the purposes of such Registration in form and substance reasonably acceptable to be continuously effective until such time as all Registrable Contributors, addressed to Contributors, confirming that the Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption registered for resale under the Securities Act without manner of sale or volume and, subject to the transfer restrictions (such periodcontained in this Agreement, may be sold pursuant to the “Registration Period”). (d) From the date of this Agreement until the end of prospectus contained in the Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange ActStatement.

Resale Registration Statement. (a) Parent shall prepare and file or cause to be prepared and filed with the SEC, as As soon as practicable following the Closing Date (but and in no any event later than within thirty (30) calendar days following of the Closing date of this Agreement (the “Filing Date”)), the Company shall file a Registration Statement for an offering to be made registration statement on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 Form S-3 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration ”) (or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, S-1 if Form S-3 is not available to be used the Company) providing for the resale by Parent at the Purchasers of the Preferred Shares, the Conversion Shares, the Warrants and the Warrant Shares or shall include such timePreferred Shares, Conversion Shares, Warrants and Warrant Shares in any other registration statement on Form S-1 S-3 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent filed by the Company. The Company shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement registration to be amended by post-become effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of within sixty (i60) 180 days following the Closing Date (unless the Commission notified the Company that it will perform a “full” review of the Resale Registration Statement, in which case the Company shall cause such registration to become effective within ninety (90) days following the Closing Date such 60-day or 90-day period is referred to as the “Effectiveness Date”), and to keep such Resale Registration Statement effective at all times (except for any periods in connection with the filing of post-effective amendments as reasonably determined by Company’s counsel to be required) until no Purchaser owns any Preferred Shares, Conversion Shares, Warrants and Warrant Shares issuable upon exercise of the Warrants. (b) If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date, (ii) if the tenth Company fails to file with the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (10th5) Business Day after Trading Days of the date Parent that the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission that the such Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice review, or (iii) a Resale Registration Statement registering for resale all of the Securities to be registered thereunder (the Holders of such effectiveness; provided, however, that Parent’s obligations to include the “Registrable Shares held Securities”) is not declared effective by the Holders in Commission by the Effectiveness Date, or (iv) after the effective date of the Resale Shelf Registration Statement, such Resale Registration Statement are contingent upon ceases for any reason to remain continuously effective as to all Registrable Securities included in such Resale Registration Statement, or the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition holders of the Registrable Shares Securities (the “Holders”) are otherwise not permitted to utilize the prospectus included therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), 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 (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as an “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 be reasonably requested 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 the product of 2.0% multiplied by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute aggregate Subscription Amount paid by such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares Holder pursuant to the Resale Shelf Registration StatementPurchase Agreement. Parent shall notify CBA Member promptly upon discovery 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 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of Holder, accruing daily from the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend date such prospectus as promptly as practicable so that partial liquidated damages are due until such prospectus will not contain amounts, plus all such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicableinterest thereon, but no later than one (1) Business Day following the filing thereof with the SECare paid in full. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares The partial liquidated damages pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies terms hereof shall apply on a daily pro rata basis for any portion of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that month prior to the then current prospectus may be usedcure of an Event. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until the end of the Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange Act.

Resale Registration Statement. Prior to the Pre-Closing, UbiquiTel Parent, and the Stockholders and all ▇▇▇▇▇ Stockholders who receive UbiquiTel Shares hereunder (acollectively the "Selling Stockholders"), shall jointly prepare a registration statement (the "Resale Registration Statement") on Form S-3 (or Form S-1 if UbiquiTel Parent is not then eligible to file on Form S-3) to be filed with the SEC in connection with the resale by the Selling Stockholders of the shares of UbiquiTel Stock that the Selling Stockholders and holders of PARs receive pursuant to the terms of the Mergers in accordance with the Securities Act. If UbiquiTel's counsel determines that UbiquiTel may file the Resale Registration Statement prior to the Closing, then UbiquiTel shall file the Resale Registration Statement with the SEC as soon as possible following the Pre-Closing. If UbiquiTel's counsel determines it cannot file the Resale Registration Statement until after the Closing, then UbiquiTel shall file the Resale Registration Statement not later than the 3rd business day following the Closing. UbiquiTel Parent shall prepare give the Selling Stockholders and file or cause their counsel reasonable time to review and comment on any and all documents to be prepared filed with the SEC in connection with the Resale Registration Statement. UbiquiTel Parent shall use reasonable best efforts to respond promptly to any comments made by the SEC with respect to the Resale Registration Statement and filed to cause the Resale Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof with the SEC, as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date), a Registration Statement for an offering date that shares are first permitted to be made on a continuous basis, pursuant to Rule 415 of sold under the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Lock-Up Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Agreement is declared effective under the Securities Act, then UbiquiTel Parent shall use reasonable best efforts to prepare and file such amendments and supplements to the Resale Registration Statement is initially filed and the prospectus used in connection therewith as may be necessary to keep the Resale Registration Statement effective for a period of not less than two years from the CLOSING DATE, PROVIDED, HOWEVER, that if UbiquiTel Parent files on Form S-1, UbiquiTel Parent may convert the Form S-1 to a registration statement on Form S-3 from and thereafter after the time that UbiquiTel Parent becomes first is eligible to use Form S-3 for secondary salesthe registration of UbiquiTel Stock for resale. UbiquiTel Parent will furnish to the Selling Stockholders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other customary documents as they may reasonably request in order to facilitate the disposition of the UbiquiTel Stock owned by them. UbiquiTel Parent shall use commercially its reasonable best efforts to cause such register and qualify the UbiquiTel Stock covered by the Resale Shelf Registration Statement under such other securities or Blue Sky laws of such states as shall be reasonably requested by the Selling Stockholders, provided, that UbiquiTel Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or file a general consent to service of process in any such states. UbiquiTel Parent will bear and pay all expenses incurred in connection with any registration, filing or qualification of the UbiquiTel Stock to be amended registered hereunder, including (without limitation) all registration, filing and qualification fees, printers fees and legal and accounting fees of UbiquiTel Parent's attorneys and accountants, but excluding any discounts or commissions incurred in connection with the sale of any UbiquiTel Stock and the legal and accounting fees of attorneys and accountants engaged by post-effective amendment as promptly as practicable, such that the Selling Stockholders. If the Resale Shelf Registration Statement is not declared effective by the date that any shares of UbiquiTel Stock are first permitted to be sold under the Lock-Up Agreement, UbiquiTel shall pay to the Stockholders and the Selling Member, in cash or by wire transfer within five (5) business days after such date, the aggregate amount of $4,900,000 to be allocated among the Stockholders and the Selling Member proportionately based on such Person's total number of shares of UbiquiTel Stock received as Merger Consideration in accordance with the provisions of EXHIBIT 1.2; and such payment shall be the exclusive remedy of the Stockholders and the Selling Member for any Losses, expenses or damages incurred in connection with their inability to resell the shares of the UbiquiTel Stock pursuant to the effective Resale Registration Statement on Form S-3. the date when such resale is first permitted by the Lock-Up Agreement, or pursuant to any registration of UbiquiTel Stock under the Securities Act; provided, that nothing herein shall be deemed to relieve UbiquiTel Parent shall use commercially reasonable efforts from its continuing obligations hereunder, including (without limitation) the obligations to respond promptly to SEC comments and to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be usedpossible. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until the end of the Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange Act.

Resale Registration Statement. (a) Parent In connection with the Resale Registration Statement, the Globe shall use commercially reasonable efforts to effect such registration to permit the sale of the Registrable Securities, and pursuant thereto, shall prepare and file with the SEC a Resale Registration Statement relating to the registration of the Registrable Securities. In connection with the Resale Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Registrable Securities, the Globe shall: (a) Subject to any notice by the Globe of the existence of any fact or event of the kind described in Section 2.15 and the Globe's right to invoke a Suspension Period in the manner described in this Section 2.14(a), use commercially reasonable efforts to keep the Resale Registration Statement continuously effective during the Effectiveness Period. Upon the occurrence of any event that would cause the Resale Registration Statement or the Prospectus contained therein to (i) contain a material misstatement or omission or (ii) not be prepared effective and usable for resale of Registrable Securities during the Effectiveness Period, unless a Suspension Period is then in effect, the Globe shall file promptly an appropriate amendment to the Resale Registration Statement, a supplement to the Prospectus or a report filed with the SEC, as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date), a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement SEC pursuant to Section 7.9 named as “selling shareholders” therein (collectively13(a), the “Holders”13(c), 14 or 15(d) of all of the CBA Closing Consideration and Pubco Shareholder IssuanceExchange Act, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreementcase of clause (i), correcting any such Affiliates misstatement or omission, and, in the case of Parent set forth on Schedule 7.4(aeither clause (i) or (ii), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective and the Resale Registration Statement and the related Prospectus to become usable for their intended purposes as soon as possible after filing but no later than practicable thereafter. Notwithstanding the earlier foregoing, the Globe may suspend the effectiveness of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt by written notice to the Holders Target Shareholders for a period not to exceed an aggregate of 90 days in any 360-day period (each such effectivenessperiod, a "Suspension Period"); provided, however, provided that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing Globe shall promptly notify each Target Shareholder in writing to Parent such information regarding of the Holders, date on which the securities of Parent to be held by the Holders Suspension Period will begin and the intended method of disposition of date on which the Registrable Shares as Suspension Period ends and no single Suspension Period shall exceed 45 days. No Suspension Period may be reasonably requested followed immediately by the Parent to effect the registration of the Registrable Sharesan additional Suspension Period, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary there must be a minimum of a selling stockholder in similar situations45 days between each Suspension Period. (b) CBA Member agrees to comply with all applicable federal Prepare and state securities Laws in connection file with the resale of Registrable Shares pursuant SEC such amendments and post-effective amendments to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery Statement as may be necessary to keep the 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 (it being understood that the Resale Shelf Registration Statement or any Globe shall not be required to file a Prospectus supplement pursuant to Rule 424(b) with respect to any prospectus forming a part of Target Shareholder that failed to submit his/her/its Target Shareholder Questionnaire by the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1Questionnaire Deadline) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until the end of the Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file to comply fully with the SEC in a timely manner all reports applicable provisions of Rules 424 and other documents required to be filed by Parent 430A under the Securities Act in a timely manner; and comply with the Exchange Actprovisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Resale Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in the Resale Registration Statement or a supplement to the Prospectus.

Resale Registration Statement. (a) Parent Promptly following the date of this Agreement, the Purchaser shall prepare a registration statement registering the resale by the Seller and file or cause any Permitted Transferee of the Consideration Shares that are Accredited Investors and non-“U.S. persons” within the meaning of Regulation S (together, the “Exempt Stockholders”) of the Consideration Shares (such shares, the “Registrable Shares,” and such registration statement, the “Resale Registration Statement”); provided that any such securities shall cease to be prepared and filed Registrable Shares on the earliest to occur of when (i) such Registrable Shares have been disposed of in accordance with the SECResale Registration Statement, (ii) such Registrable Shares shall have been sold in accordance with Rule 144 (or any similar provision then in effect), (iii) such Registrable Shares have been transferred in a transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities in accordance with the terms of this Agreement, (iv) with respect to a holder, such securities are eligible for resale by such holder, together with its Affiliates, pursuant to Rule 144 under the Securities Act (or other exemption from registration under the Securities Act) without any volume, manner of sale or other limitations or (v) such Registrable Securities have ceased to be outstanding. The Seller shall complete, execute and deliver the Selling Stockholder Questionnaires in the form attached hereto as soon Exhibit D (the “Selling Stockholder Questionnaires”) to the Purchaser. The Seller and any other Exempt Stockholder who has returned a properly completed Selling Stockholder Questionnaire is referred to herein as practicable a “Selling Stockholder.” (b) The Purchaser shall file the Resale Registration Statement with the SEC no later than the tenth Business Day following the Closing Date (but in no event later than thirty such day, the “Registration Deadline”); provided that if the Registration Deadline is not during an “open trading window” as determined by the Purchaser’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies (30) days an “Open Trading Window”), the Registration Deadline shall be the Business Day following the Closing Date), first Business Day of the next Open Trading Window. If the Purchaser is eligible to file a Resale Registration Statement for an offering to be made on a continuous basis, Form S-3 pursuant to Rule 415 of 462(e) under the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreementan “Automatic Resale Registration Statement”), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes the Resale Registration Statement shall be an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Automatic Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered. If the Purchaser is not eligible to use an Automatic Shelf Registration Statement, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (orS-3, or if Form S-3 is not available to be used by Parent at such timethe Purchaser, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale)form. If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary salesnot an Automatic Resale Registration Statement, Parent the Purchaser shall use commercially its reasonable best efforts to cause such have the Resale Shelf Registration Statement to be amended by post-declared effective amendment under the Securities Act as promptly as practicable, practicable after such that Resale Registration Statement is filed. The Purchaser will advise the Seller promptly after the Purchaser receives any request by the SEC for amendment of the Resale Shelf Registration Statement or any SEC comments thereon. Once the Resale Registration Statement is declared effective, the Purchaser shall be on Form S-3. Parent notify the Seller of such declaration, and thereafter, subject to the other applicable provisions of this Agreement, shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared continuously effective as soon as possible after filing but no later than and usable until the earlier date that is the one-year anniversary of (i) 180 days following the Closing Date Date, or such earlier time when no Registrable Securities remain (such period, the “Registration Period”). The Purchaser shall use commercially reasonable efforts to cause the Resale Registration Statement (including the documents incorporated therein by reference) to comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act. (iic) The Resale Registration Statement (or any prospectus or prospectus supplement forming a part of such Resale Registration Statement), as initially filed, shall include the tenth (10th) Business Day after Registrable Shares of all Selling Stockholders for whom the Purchaser has received properly completed Selling Stockholder Questionnaires on or before the Closing Date. On or about a date Parent is notified (orally or in writing, whichever is earlier) requested by the SEC that Seller in writing (so long as such date is at least ten Business Days after such request and is within an Open Trading Window), the Purchaser shall file an amendment or supplement, as appropriate, to the Resale Shelf Registration Statement will not be “reviewed” (and any prospectus or will not be subject to further review and shall provide prompt notice to the Holders prospectus supplement forming a part of such effectiveness; provided, however, that Parent’s obligations Resale Registration Statement) to include the Registrable Shares held by of (i) any Selling Stockholders who deliver properly completed Selling Stockholder Questionnaires after the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as Closing Date or (ii) any Permitted Transferees (who shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary deemed a Selling Stockholder hereunder following delivery of a selling stockholder in similar situationsSelling Stockholder Questionnaire) who delivers a properly completed Selling Stockholder Questionnaire after the Closing Date. The Purchaser shall only be required to file one such amendment or supplement. (bd) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent The Purchaser shall notify CBA Member the Seller promptly upon discovery that that, or upon the discovery of the happening of any event as a result of which, the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains an untrue statement of a Material Misstatement and shall material fact or omits any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, as promptly as practicable, use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not misleading in the light of the circumstances under which they were made. After the Resale Registration Statement becomes effective, the Purchaser shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following notify the filing thereof with the SEC. Upon being notified by Parent Seller of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to request by the SEC that the Purchaser amend or supplement such Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared prospectus, and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent Purchaser shall use commercially reasonable efforts to cause prepare and file with the SEC such amendments and supplements to the Resale Shelf Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to be continuously keep the Resale Registration Statement effective until such time as and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by the Resale Registration Statement. The Purchaser shall furnish to each Selling Stockholder such numbers of copies of a prospectus, including a preliminary prospectus, and any supplement to any prospectus, as required by the Securities Act and shall take such other actions (including causing the removal of any restricted legends), as the Selling Stockholders may reasonably request in order to facilitate their disposition of their Registrable Shares, subject to each Selling Stockholder providing any information reasonably requested by the Purchaser to facilitate such action. (e) Notwithstanding any of the provisions of this Section 6.13 to the contrary, the Purchaser shall be entitled to postpone or suspend (a “Permitted Suspension”), for a reasonable period of time not more than thirty (30) consecutive days, the effectiveness or use of, or trading under, any Resale Shelf Registration Statement (iand such postponement or suspension shall not be a breach of its obligations hereunder) have been sold (whether if the Purchaser shall determine that any such sale of any securities pursuant to such Resale Shelf Registration Statement would in the good faith judgment of the Purchaser’s board of directors: (i) materially impede, delay or interfere with any material pending or proposed financing, acquisition, corporate reorganization or other similar transaction involving the Purchaser for which the Purchaser’s board of directors has authorized negotiations; (ii) materially adversely impair the consummation of any pending or proposed material offering or sale of any class of securities by the Purchaser; or (iii) require disclosure of material nonpublic information that, if disclosed at such time, would be materially harmful to the interests of the Purchaser and its stockholders; provided, however, that the aggregate period of Permitted Suspension may not exceed sixty (60) days in any six (6) month period; and provided, further, that the Purchaser shall not register any securities for its own account or that of any other shareholder during any period of Permitted Suspension. In the event of the postponement or suspension of effectiveness of any Resale Registration Statement pursuant to this Section 6.13, the Selling Stockholders shall be precluded from using the Resale Registration Statement in connection with a disposition of the relevant Registrable Shares for the duration of such postponement or suspension, and the applicable time period during which such Resale Registration Statement is to remain effective shall be extended by that number of days equal to the number of days the effectiveness of such Resale Registration Statement was postponed or suspended. (f) The Purchaser shall indemnify and hold harmless each Selling Stockholder with Registrable Shares included in the Resale Registration Statement against any Losses to which such Selling Stockholder may become subject arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference into the Resale Registration Statement or otherwise) any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Purchaser (or any of its Representatives or Affiliates) of the Securities Act, the Exchange Act or any state securities Law in connection with the Resale Registration Statement or the offer or sale of Registrable Shares thereunder, in each case, to the extent such Losses arise out of or are based upon any claim or cause of action made against such Selling Stockholder by an unaffiliated third party (excluding, for the avoidance of doubt, any Permitted Transferee) who purchased such Registrable Shares from such Selling Stockholder; provided that the Purchaser shall not liable for any such Losses to the extent such Losses arise out of or are based upon information furnished to the Purchaser by or on behalf of such Selling Stockholder expressly for use in the Resale Registration Statement; provided, further, that the Purchaser shall not be liable under this Section 6.13(f) for any Losses arising out of or resulting from the diminution in value of the Registrable Shares held by any Selling Stockholder following the date of this Agreement; provided, further, that the indemnity obligations set forth in this Section 6.13(f) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld. The Purchaser shall have the right to assume the defense and settlement of any claim or suit for which the Purchaser may be transferred responsible for indemnification under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”this Section 6.13(f). (dg) From the date of this Agreement until the earlier of the date this Agreement is terminated in accordance with its terms and the end of the Registration Period, Parent the Purchaser shall use its commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent the Purchaser under the Securities Act and the Exchange Act. (h) All of the expenses incurred in connection with any registration of Registrable Shares pursuant to this Agreement, including all SEC fees, blue sky registration and filing fees, listing notices and filing fees, printing fees and expenses, transfer agents’ and registrars’ fees and expenses and all fees and expenses of the Purchaser’s outside counsel and independent accountants of the Purchaser shall be paid by the Purchaser. The Purchaser shall not be responsible for any selling expenses of any Selling Stockholder (including any broker’s fees or commissions) or fees or expenses of outside counsel or independent accountants of Selling Stockholder or, to the extent incurred prior to the Closing, the Company in connection with the Resale Registration Statement. (i) The Purchaser shall use commercially reasonable efforts to cause the Consideration Shares being issued to be approved for listing (subject to notice of issuance) on the Nasdaq Global Select Market effective as of the Closing.

Resale Registration Statement. (a) Parent shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable following within ninety (90) days of the Closing Date a registration statement on Form S-3 under the Securities Act, which registration statement shall cover the sale, resale or other distribution of all such shares of Parent Common Stock issued to Company Stockholders pursuant to this Agreement (but in no event later than thirty (30the “Registrable Securities”) days following the Closing Date), a Registration Statement for an offering to be made on a delayed or continuous basis, basis pursuant to Rule 415 under the Securities Act, except that if Parent fails to meet one or more of the registrant requirements specified in General Instruction I.A. on Form S-3, registration shall be on another appropriate form that allows for such Registrable Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 be registered (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended become effective by post-effective amendment the SEC as promptly as practicablereasonably practicable after the filing thereof (and in any event within 60 days after the filing thereof). Once declared effective, such that Parent shall, subject to the Resale Shelf Registration Statement shall be on Form S-3. Parent shall other applicable provisions of this Agreement, use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective and usable until the date that is the three-year anniversary of the effective date of such registration, or such earlier time as all shares of Registrable Shares Securities covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or , (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions restrictions, or (such period, iii) cease to be outstanding (the “Registration Effectiveness Period”). (db) From Parent shall supplement and amend any Resale Registration Statement if required by the date Securities Act. If any Resale Registration Statement ceases to be effective under the Securities Act during the Effectiveness Period, Parent shall use commercially reasonable efforts to as promptly as is reasonably practicable cause such Resale Registration Statement to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Resale Registration Statement), and shall use commercially reasonable efforts to as promptly as is reasonably practicable amend such Resale Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Resale Registration Statement or file an additional registration statement (a “Subsequent Shelf Registration”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the holders thereof of all Registrable Securities issued pursuant to this Agreement as of the time of such filing. If a Subsequent Shelf Registration is filed, Parent shall use commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration continuously effective and usable until the end of the Registration Effectiveness Period, Parent shall make and keep public information available, as those terms . (c) The Company Stockholders receiving Registrable Securities are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange Actintended third party beneficiaries of this Section 5.21.

Resale Registration Statement. (ai) Parent No later than 30 days following the Closing Date, the Buyer shall use reasonable best efforts to prepare and file or cause to be prepared and filed with the SEC, as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date)Commission, a registration statement on Form S-3 (or, if Form S-3 is not then available to be used by the Buyer, on Form S-1) (the “Resale Registration Statement Statement”) for an offering to be made on a continuous basis, basis pursuant to Rule 415 of the Securities Act or any successor thereto, thereto registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) Sellers of all of the CBA Aggregate Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”)Consideration. The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent Buyer shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as soon as possible after filing filing, but in no event later than the earlier of (i) 180 days following the Closing Date (the date on which the Resale Registration Statement becomes effective, the “Effectiveness Date”). During the period beginning on the Effectiveness Date and ending at the time all of the Aggregate Closing Stock Consideration covered by such Resale Registration Statement has been sold, transferred, disposed of or exchanged in accordance with such effective Resale Registration Statement, the Buyer shall use reasonable best efforts to keep the Resale Registration Statement continuously effective and to be supplemented and amended to the extent necessary to ensure that such Resale Registration Statement is available or, if not available, to ensure that another registration statement meeting the requirements of this Section 5.2(a)(i) is available, under the Securities Act at all times until all of the Aggregate Closing Stock Consideration has been disposed of in accordance with the intended method(s) of distribution set forth in such Resale Registration Statement. The Resale Registration Statement filed with the Commission pursuant to this Section 5.2(a)(i) shall contain a prospectus in such form as to permit any Seller to sell such Seller’s Pro Rata Portion of the Aggregate Closing Stock Consideration pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the Effectiveness Date (subject to the limitations imposed by the First Blackout Window and the Second Blackout Window pursuant to Section 5.3), and shall provide that the Aggregate Closing Stock Consideration may be sold pursuant to any method or combination of methods legally available to, and requested by, Sellers. (ii) the tenth (10thNotwithstanding Section 5.2(a)(i) Business Day after the date Parent is notified (orally or in writingabove, whichever is earlier) by the SEC that the prior to filing a Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and prospectus, or any amendment or supplement thereto, the Buyer shall provide prompt notice furnish to the Holders Sellers and their legal counsel, copies of such effectivenessResale Registration Statement as proposed to be filed, each amendment and supplement to such Resale Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Resale Registration Statement (including each preliminary prospectus), and such other documents as the Sellers or their legal counsel may reasonably request in order to facilitate the disposition of the Aggregate Closing Stock Consideration, and provide each Seller the opportunity to object to any information pertaining to such Seller and its plan of distribution that is contained therein and make the corrections reasonably requested by such Seller with respect to such information prior to filing such Resale Registration Statement or such other registration statement or supplement or amendment thereto; provided, however, that Parent’s obligations to include each Seller shall provide such objections and/or corrections within 5 days of receipt of such Resale Registration Statement and the Registrable Shares held by the Holders 30-day period in the first sentence of Section 5.2(a)(i) shall be tolled for each day beyond five days after receipt of such Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent that any Seller has not provided such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situationsobjections and/or corrections. (biii) CBA Member The Company shall prepare and file a supplemental listing application with the Trading Market to list the Aggregate Closing Stock Consideration covered by the Resale Registration Statement and shall use reasonable best efforts to have the Aggregate Closing Stock Consideration approved for listing on the Trading Market by the date of effectiveness of the Resale Registration Statement, subject only to official notice of issuance. (iv) When effective, the Buyer covenants and agrees that the Resale Registration Statement (including the documents incorporated therein by reference) will comply as to comply form in all material respects with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part requirements of the Resale Shelf Registration Statement contains a Material Misstatement Securities Act and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus the Exchange Act and will not contain such Material Misstatement and shall provide an untrue statement of a copy of such supplemented material fact or amended prospectus omit to CBA Member as promptly as practicable, but no later than one state a material fact required to be stated therein or necessary to make the statements therein not misleading (1) Business Day following in the filing thereof with the SEC. Upon being notified by Parent case of any Material Misstatementprospectuses contained in such Resale Registration Statement, CBA Member shall refrain from selling any Registrable Shares pursuant to in light of the Resale Shelf Registration Statement until such holder receives from Parent copies of circumstances under which a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be usedstatement is made). (cv) Following declaration The Buyer shall notify the Sellers in writing of the effectiveness of the Resale Shelf Registration StatementStatement as soon as practicable, Parent and in any event within one Business Day after the Effectiveness Date, and shall use commercially reasonable efforts furnish to cause them, without charge, such number of copies of the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (iincluding any amendments, supplements and exhibits), the prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) have been sold (whether pursuant to such and any documents incorporated by reference in the Resale Shelf Registration Statement or otherwise) or (ii) such other documents as the Sellers may be transferred under Rule 144 or another similar exemption under reasonably request in order to facilitate the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until the end of the Aggregate Closing Stock Consideration in the manner described in the Resale Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange ActStatement.

Resale Registration Statement. (a) Subject to the receipt by Parent of the Registration Reporting Information required to be provided by the Company at least 15 Business Days prior to the Closing Date, Parent shall prepare and shall file or cause to be prepared and filed with the SECSEC on Closing (or on the date on which Parent has been in receipt of the Registration Reporting Information for 15 Business Days), a registration statement of Parent (the “Resale Registration Statement”) registering the resale by the Company Stockholders and each holder of a Company Equity Award that is entitled to receive the Per Share Cash Consideration (each such holder of a Company Equity Award, a “Company Award Holder” and, collectively with the Company Stockholders, the “Company Selling Stockholders”) of the Stock Consideration issued in connection with this Agreement and the transactions contemplated hereby; provided, that if the Closing Date shall be at a time when trading of Parent Common Stock has been suspended under Parent’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies by reason of Parent’s preparation of its Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, Parent shall not be required to file the Resale Registration Statement until the date it files such Annual Report or Quarterly Report. Parent will use its reasonable best efforts to ensure that the Resale Registration Statement, together with the documents incorporated by reference therein, complies as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, as applicable. (b) If the Resale Registration Statement is not an Automatic Resale Registration Statement, each of Parent and the Company shall use its reasonable best efforts to have the Resale Registration Statement declared effective under the Securities Act as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date), a after such Resale Registration Statement is filed. Parent will advise the Company, promptly after Parent receives notice thereof, of any request by the SEC for an offering amendment of the Resale Registration Statement or any SEC comments thereon. Once declared effective, or, if Parent is eligible to be made file the Resale Registration Statement on a continuous basis, Form S-3 pursuant to Rule 415 of 462(e) under the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(aan “Automatic Shelf Registration Statement”), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary salesan Automatic Resale Registration Statement, once the Resale Registration Statement is filed, Parent shall use commercially reasonable efforts shall, subject to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicablethe other applicable provisions of this Agreement, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective and usable until the date that is the 18-month anniversary of the Closing Date, or such earlier time as (i) all Registrable Shares shares of Parent Common Stock covered by such Resale Shelf Registration Statement (ias used in this Section 5.6, “Registrable Securities”) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) otherwise or (ii) no Company Significant Stockholder is an “affiliate” of Parent or owns at least 2% of the total Parent Common Stock then outstanding; provided, that if, during the period between the 18-month anniversary and the three-year anniversary of the Closing Date, Parent has not yet completed two “takedowns” at the request of the Company Significant Stockholder pursuant to Section 5.6(d) hereof, Parent shall, upon receipt of a valid Demand Notice delivered at least seven business days in advance by any Company Significant Stockholder from the Company Significant Stockholder requesting that Parent facilitate a takedown pursuant to Section 5.6(d) hereof, Parent shall again file a Resale Registration Statement (or a registration statement on any such other form as Parent deems appropriate), which may be transferred an Automatic Shelf Registration Statement, if Parent is so eligible, and facilitate a “takedown” (which may include Underwritten Offerings) pursuant to this Section 5.6, and shall have no further obligation to cause such Resale Registration Statement (or such other form) to be effective and usable beyond the completion of such takedown; provided further, however, that Parent shall not be deemed to have breached its obligations under Rule 144 or another similar exemption this Section 5.6, (x) if Parent shall fail to fulfill its obligations under this Section 5.6 at a time when trading of Parent Common Stock has been suspended under Parent’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies, including if Parent reasonably believes that it is in possession of material nonpublic information involving the Securities Act without manner of sale or volume restrictions (such periodParent, the “failure of which to be disclosed in the prospectus included in the Resale Registration Period”Statement could result in a violation of applicable Law or (y) if Parent has not timely received the Registration Reporting Information or the Company has failed to perform or comply with its covenants set forth in this Agreement, including this Section 5.6; provided, that the number of such suspensions or delays under this Section 5.6(b) shall not exceed two in any 12 month period following the Closing Date (and in total the suspensions or delays shall not exceed a suspension or delay of more than 90 days during any such 12 month period). (dc) From the date of this Agreement until the end of the Registration Period, Parent shall make The Company agrees to cooperate (and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Actto use its reasonable best efforts to cause its Representatives to cooperate) with Parent, and file with to promptly furnish to Parent (and to use its reasonable best efforts to cause its Representatives to furnish) all information concerning it as is required by the SEC to be included in a timely manner all reports and other documents the Resale Registration Statement (including any financial statements required to be filed included therein or incorporated therein by reference) or in connection with Parent’s SEC reporting obligations related to this Agreement or the transactions contemplated hereby. Without limiting the foregoing, the Company shall provide (and use its reasonable best efforts to cause its Representatives to provide, as applicable) (i) audited annual and unaudited interim financial statements (including footnotes) that are timely reviewed by the Company’s independent auditor for the periods required to be included or incorporated by reference in the Resale Registration Statement, (ii) the consent of the Company’s independent auditor to include or incorporate by reference audited financial statement reports in the Resale Registration Statement, (iii) information necessary to enable Parent under the Securities Act to prepare required pro forma financial statements and the Exchange Act.related footnotes and

Resale Registration Statement. 10.4.1 Subject to applicable law and the rules and regulations of the US Securities and Exchange Commission (a) Parent shall prepare and file or cause to be prepared and filed with the SEC), as soon as practicable following the Closing Date (Completion, but in any event no event later than thirty ten (3010) days following Business Days thereafter, Buyer shall prepare and file with the Closing Date)SEC, a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 registration statement of the Securities Act or any successor thereto, Buyer registering the resale from time to time by CBA Memberthe Sellers of the Consideration Shares (such shares, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a)Registrable Shares, and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectivelysuch registration statement, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, except if Form S-3 Buyer is not available then ineligible to be used by Parent at such time, register for resale the Registrable Shares on Form S-1 or another appropriate form permitting Registration of S-3, in which case such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement registration shall be on Form S-3such other form available to register for resale the Registrable Shares). Parent The Sellers shall cause to be completed, executed and delivered the Selling Stockholder Questionnaires, and will provide all such completed Selling Stockholder Questionnaires to Buyer. Each Seller who has returned a properly completed Selling Stockholder Questionnaire is referred to herein as a “Selling Stockholder”. 10.4.2 Buyer shall thereafter use commercially reasonable its best efforts to cause the Resale Shelf Registration Statement to be declared effective by the SEC as soon as possible after filing but no later than practicable, and to keep the Resale Registration Statement continuously effective under the Securities Act until the earlier of (i) 180 days following such time as all of the Closing Date and Registrable Shares have been publicly sold by the Selling Stockholders or (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) that all Registrable Shares may be sold by the SEC that Selling Stockholders without volume or manner-of-sale restrictions pursuant to Rule 144, and without the requirement for Buyer to be in compliance with the current public information requirement under Rule 144 , as determined by the counsel to Buyer pursuant to a written opinion letter to such effect, addressed and acceptable to Buyer’s transfer agent and the Selling Stockholders. 10.4.3 The Resale Shelf Registration Statement will not be “reviewed” (or will not be subject to further review and shall provide prompt notice to the Holders any prospectus or prospectus supplement forming a part of such effectiveness; providedResale Registration Statement), howeveras initially filed, that Parent’s obligations to shall include the Registrable Shares held by of all Selling Stockholders for whom Buyer has received completed Selling Stockholder Questionnaires on or before the Holders in third Business Day following Completion. Upon the Resale Shelf Registration Statement are contingent upon becoming effective and subject to the Holders timely furnishing in writing to Parent such information regarding the Holdersprovisions of this clause 10.4, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent available for public resale, from time to effect the registration of the Registrable Sharestime and on a continuing basis, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or and in compliance with the prospectus delivery requirements of the Securities Act. 10.4.4 Buyer shall furnish to each Selling Stockholder such numbers of copies of a prospectus, including a preliminary prospectus, and any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until the end of the Registration Period, Parent shall make and keep public information availableprospectus, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and shall take such other actions (including causing the Exchange Actremoval of any restricted legends), as the Selling Stockholders may reasonably request in order to facilitate their disposition of their Registrable Shares, subject to each Selling Stockholder providing any information reasonably requested by Buyer to facilitate such action.

Resale Registration Statement. Subject to MCEL obtaining any necessary waivers and approvals with respect to existing registration rights, MCEL shall, unless MCEL reasonably concludes that the MCEL Shares held by Horizon will be freely transferable in the absence of registration without volume limitations upon the expiration of the Lock-Up Period (ai) Parent shall prepare and not later than 90 days prior to the expiration of the Lock-Up Period, file or cause to be prepared and filed with the SEC, as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date), SEC a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be registration statement on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting form) (the “Registration Statement”) registering under the Securities Act the resale of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended MCEL Shares by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date Horizon and (ii) use its reasonable best efforts to have the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) Registration Statement declared effective by the SEC that the Resale Shelf Registration Statement will not be “reviewed” on or will not be subject to further review and shall provide prompt notice prior to the Holders expiration of such effectiveness; provided, however, the Lock-Up Period. MCEL agrees that Parentit shall use its reasonable best efforts to obtain any waivers and approvals necessary to effect the registration contemplated by this Section 5.6. Horizon agrees that it shall be a condition precedent to MCEL’s registration obligations under this Section 5.6 that Horizon (i) furnish to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent MCEL such information regarding the HoldersHorizon, the securities of Parent to be held by the Holders its Affiliates and the intended method of disposition of the Registrable MCEL Shares as shall be reasonably requested by the Parent MCEL to effect the registration effectiveness of the Registrable Shares, registration contemplated by this Section 5.6 and the Holders shall (ii) execute and deliver such documents in connection with such registration as Parent MCEL may reasonably request that request. All registration fees, printing fees, accounting fees and fees and disbursements of counsel for MCEL in connection with the registration contemplated by this Section 5.6 shall be paid by MCEL and any underwriting fees, discounts and commissions and all fees and disbursements of counsel for Horizon in connection with the registration contemplated by this Section 5.6 shall be paid by Horizon. In connection with the filing of the Registration Statement, MCEL shall, as promptly as practicable: (a) prepare and file with the SEC any amendments and supplements to the Registration Statement and the prospectus included in the Registration Statement (the “Prospectus”) as may be necessary to comply with the provisions of the Securities Act (including the anti-fraud provisions thereof) and to keep the Registration Statement effective for six months from the effective date or such lesser period until all of the MCEL Shares registered thereunder (the “Registrable Shares”) are customary of a selling stockholder in similar situations.sold; (b) CBA Member agrees furnish to comply Horizon such reasonable number of copies of the Prospectus, including any preliminary Prospectus, in conformity with the requirements of the Securities Act, and such other documents as Horizon may reasonably request in order to facilitate the public sale or other disposition of the Registrable Shares; (c) use its reasonable best efforts to register or qualify the Registrable Shares under the securities or blue sky laws of such states as Horizon shall reasonably request, and do any and all applicable federal other acts and state things that may be necessary to enable Horizon to consummate the public sale or other disposition of the Registrable Shares in such states; provided, however, that MCEL shall not be required, as a result of this Section 5.6(c), to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or to amend its organizational documents in a manner that the MCEL board of directors determines is inadvisable; (d) cause all of the Registrable Shares to be listed on each securities Laws exchange or automated quotation system on which the MCEL Common Stock is then listed; (e) make available for inspection by Horizon, any managing underwriter participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter or retained by Horizon, all financial and other records, pertinent corporate documents and properties of MCEL and cause its officers, directors, employees and independent accountants to supply all information reasonably requested by any such underwriter, attorney, accountant or agent in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent ; (f) notify Horizon after it shall notify CBA Member promptly upon discovery that receive notice of the Resale Shelf time when the Registration Statement has become effective or any a supplement to any prospectus Prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one has been filed; and (1g) Business Day following the filing thereof with the SEC. Upon being notified by Parent notify Horizon of any Material Misstatement, CBA Member shall refrain from selling request by the SEC for any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented amendment or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration supplement of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such periodProspectus. If MCEL has delivered a Prospectus to Horizon and, after having done so, the “Registration Period”). (d) From Prospectus is amended to comply with the date requirements of this Agreement until the end of the Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, MCEL shall promptly notify Horizon and, if requested, Horizon shall immediately cease making offers and file sales of Registrable Shares thereunder and return all Prospectuses to MCEL. MCEL shall promptly provide Horizon with revised Prospectuses and, following receipt of the SEC in a timely manner all reports revised Prospectuses, Horizon may resume making offers and other documents required to be filed by Parent under sales of the Securities Act and the Exchange ActRegistrable Shares pursuant thereto.

Resale Registration Statement. (a) Parent Each of Acquirer and the Company shall cooperate with respect to the preparation and filing with the SEC of a registration statement of Acquirer registering the resale by Company Securityholders holding shares of Acquirer Common Stock issued hereunder following the Closing (including those Acquirer Common Stock that would reasonably be expected to be issued in connection with the Milestone Payments, assuming the Maximum Milestone Payment is payable) (the “Resale Registration Statement”). In respect of such Resale Registration Statement, Acquirer will use, if eligible, in order of priority: (i) an automatic shelf registration statement on Form S-3 pursuant to Rule 462(e) under the Securities Act (an “Automatic Resale Registration Statement”) or (ii) another appropriate form including a Form S-1 resale shelf. Acquirer shall prepare such Resale Registration Statement and any required Form 8-K/A attaching the Required Financials (the “Form 8-K/A”), with the cooperation of the Company, and, subject to Acquirer’s timely receipt of the Reporting Information and the Company’s performance and compliance with its covenants set forth in this Section 5.15, Acquirer shall use its commercially reasonable efforts to have such Form 8-K/A, if applicable, and Resale Registration Statement ready for filing with the SEC as soon as reasonably practicable following the Closing, which in any event shall be no later than 40 days after the Closing Date, provided that Acquirer shall only be obligated to file the Resale Registration Statement (i) during an “open trading window” as determined by Acquirer’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies, (ii) a reasonable period of time after Acquirer’s receipt of the Reporting Information (which, in no event, shall be more than 20 days after receipt thereof), and (iii) after the Form 8-K/A, if applicable, is prepared and filed. Acquirer will cause the Resale Registration Statement (including the documents incorporated therein by reference) to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. The Company shall use its commercially reasonable efforts to: (A) deliver to Acquirer prior to Closing the Required Financials, (B) upon Acquirer’s request, assist Acquirer and its Representatives in the preparation of any pro forma financial statements of Acquirer that may be required in connection with Acquirer’s SEC reporting obligations related to this Agreement or any of the Transactions or the filing of the Resale Registration Statement, (C) promptly furnish such information as Acquirer may reasonably request in connection with such financial statements, the Resale Registration Statement, or the performance of Acquirer’s SEC reporting obligations relating to this Agreement or any of the Transactions; and (D) complete, execute, acknowledge and deliver, or cause to be prepared completed, executed, acknowledged and filed delivered by the appropriate representatives of the Company or Company Securityholders, in each case, such questionnaires and other documents, certificates and instruments as may be reasonably requested by the Acquirer in connection with the SECfiling of the Resale Registration Statement or the financial statements or the performance of Acquirer’s SEC reporting obligations relating to this Agreement or any of the Transactions, and (E) cause the Company’s auditors to deliver any consent required to file the Required Financials to comply with Acquirer’s SEC reporting obligations or file the Resale Registration Statement (the Required Financials, together with the information in (B), (C) and (D), the “Reporting Information”). The Company acknowledges and agrees that it is responsible for identifying, determining and effecting any necessary adjustments required to the Required Financials in order to be in the form required by Rule 3-05 of Regulation S-X of the Securities Act. 62 (b) If the Resale Registration Statement is not an Automatic Resale Registration Statement, Acquirer will use best efforts to have the Resale Registration Statement declared effective under the Securities Act as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date), a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), after such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible filed. Once effective, Acquirer shall, subject to use Form S-3 for secondary salesthe other applicable provisions of this Agreement, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective and usable until the date that is the three-year anniversary of the Closing Date, or such earlier time as all Registrable Shares shares of Acquirer Common Stock covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or , (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions restrictions, or (such periodiii) cease to be outstanding; provided, however, that Acquirer shall not be deemed to have breached its obligations hereunder if Acquirer shall fail to fulfill its obligations under this Section 5.15 at a time when trading of Acquirer Common Stock has been suspended under Acquirer’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies, including if Acquirer reasonably believes that there is or may be in existence material nonpublic information or events involving the Company, the “failure of which to be disclosed in the prospectus included in the Resale Registration Period”)Statement could result in a violation of Law. Acquirer will promptly notify the Securityholders’ Agent of the time any such Resale Registration Statement becomes effective or a supplement to any prospectus forming part of the Resale Registration Statement has been filed. (dc) From With respect to any Resale Registration Statement that has been filed pursuant to Section 5.15(a), (i) upon the date of this Agreement until the end of the Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with issuance by the SEC in of any stop order suspending the effectiveness of any Resale Registration Statement or the initiation of any proceedings for that purpose; (ii) if any Resale Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference shall contain any untrue statement of a timely manner all reports and other documents material fact or omit to state any material fact required to be filed stated therein or necessary to make the statements therein not misleading (including, in any such case, as a result of the non-availability of financial statements); or (iii) if, in the good faith judgment of Acquirer following consultation with legal counsel, it would be detrimental to Acquirer or its stockholders for resales of Acquirer Common Stock to be made pursuant to the Resale Registration Statement due to (A) the existence of a material development or potential material development involving Acquirer that Acquirer would be obligated to disclose or incorporate by Parent under reference in the Securities Act Resale Registration Statement, which disclosure would be premature or otherwise inadvisable at such time, or (B) interference with an actual or potential material financing or business combination transaction involving Acquirer, (1) (x) in the case of clause (ii) above, but subject to clause (iii) above, Acquirer shall as promptly as reasonably practicable prepare and file a post-effective amendment to such Resale Registration Statement or a supplement to the related prospectus so that such Resale Registration Statement or prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of a post-effective amendment to a Resale Registration Statement, use reasonable best efforts to cause it to become effective as promptly as reasonably practicable and (y) in the case of clause (i) above, use reasonable best efforts to cause such stop order to be lifted, and (2) Acquirer shall give notice to the Company Securityholders that the availability of such Resale Registration Statement is suspended and, upon receipt of any such notice, each Company Securityholder agrees that it shall not sell any of the registered securities pursuant to a Resale Registration Statement until such Company Securityholder or, if after the Closing, the Securityholders’ Agent is notified by Acquirer of the effectiveness of the post-effective amendment to a Resale Registration Statement provided for in clause (1) above, or until it is notified in writing by Acquirer that the Resale Registration Statement may be used. In connection with any circumstance covered by clause (iii) above, Acquirer shall be entitled to exercise its rights pursuant to this Section 5.15(c) to suspend the availability of the Resale Registration Statement for no more than [***] consecutive days and an aggregate of [***] days in any 365-day period. Acquirer shall promptly notify the Securityholders’ Agent upon the receipt of any comment letter or request by the SEC, state securities authority or other Governmental Entity for amendments or supplements to any Resale Registration Statement or the prospectus related thereto or for additional information. Subject to this Section 5.15 and the Exchange ActCompany’s performance and compliance with its covenants set forth in this Section 5.15, Acquirer shall use commercially reasonable efforts to cause the shares of Acquirer Common Stock being issued in the Merger to be approved for listing (subject to notice of issuance) on NASDAQ promptly following Acquirer’s filing of the Form 8-K/A, and in no event later than 75 days after the Closing Date.

Resale Registration Statement. (a) Parent As promptly as practicable after the Closing, and in any event within 60 days after the Closing, the Issuer shall prepare and file or cause to be prepared and filed with the SECSEC a registration statement (including the prospectus contained therein and any amendments and supplements, as soon as practicable following including post-effective supplements, to such registration statement, the Closing Date (but in no event later than thirty (30"Resale Registration Statement") days following the Closing Date), a Registration Statement providing for an offering to be made on a continuous basis, basis pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of covering all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Issuer Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement issued pursuant to Section 7.9 (the “this Agreement. After such Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary saleswith the SEC, Parent the Issuer shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable its best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible practicable and to keep the Resale Registration Statement continuously effective under the Securities Act until the date which is one year after the date the Resale Registration Statement becomes effective, or such earlier date when all shares of Issuer Common Stock covered by the Resale Registration Statement have been sold. (b) Notwithstanding the provisions of paragraph (a) of this Section 6.07, the Issuer shall be entitled to postpone or suspend, for a reasonable period of time (a "Blackout Period"), the filing, effectiveness or use of the Resale Registration Statement if the Issuer shall determine that any such filing but no later than or the earlier offering of any shares of Issuer Common Stock would: (i) 180 days following in the Closing Date and good faith judgment of the Issuer Board, materially impede, delay or interfere with any material pending or proposed financing, acquisition, corporate reorganization or other similar transaction involving the Issuer for which the Issuer Board has authorized negotiations; (ii) based upon advice from Issuer's investment banker, materially adversely impair the tenth (10th) Business Day after the date Parent is notified (orally ability to consummate any pending or in writing, whichever is earlier) proposed material offering or sale of any class of securities by the SEC that Issuer; or (iii) in the Resale Shelf Registration Statement will not good faith judgment of the Issuer Board, require disclosure of material nonpublic information which, if disclosed at such time, would be “reviewed” or will not be subject to further review and shall provide prompt notice seriously detrimental to the Holders interests of such effectivenessthe Issuer and its stockholders; provided, however, that Parent’s obligations the Issuer may not exercise its rights under this Section 6.07(b) to include the Registrable Shares held by extent that the Holders in aggregate duration of all Blackout Periods during any 12-month period would exceed 60 days. The Issuer shall use its reasonable best efforts to minimize the Resale Shelf Registration Statement are contingent duration of any Blackout Period and the Issuer shall make appropriate public disclosure as soon as practicable consistent with the foregoing. Each Blackout Period shall terminate upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities earliest of Parent to be held by the Holders and the intended method of disposition completion or abandonment of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration applicable transaction, public disclosure of the Registrable Sharesproposal to enter into such merger, acquisition or financing when public disclosure would no longer be seriously detrimental to the Issuer, and the Holders 60th day of the aggregate Blackout Periods in any 12 month period. At the expiration of any Blackout Period and without any further request from the Principal Company Shareholders, the Issuer shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares effect its obligations pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be usedSection 6.07(a). (c) Following declaration In connection with the Resale Registration Statement, the Issuer shall, as soon as reasonably practicable (and, in any event, subject to the terms of this Agreement, at or before the time required by applicable laws and regulations), subject to any Blackout Period: (i) promptly prepare and file with the SEC such amendments and supplements to the Resale Registration Statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the effectiveness Securities Act with respect to the disposition of all securities covered by the Resale Registration Statement; (ii) furnish to each Principal Company Shareholder such numbers of copies of the Resale Shelf Registration Statement and the prospectus included therein (including each preliminary prospectus and any amendments or supplements thereto), in conformity with the requirements of the Securities Act and such other documents and information as it may reasonably request; (iii) use its reasonable best efforts to register or qualify the securities covered by the Resale Registration Statement under such other securities or blue sky laws of such jurisdiction within the United States as shall be reasonably appropriate for the distribution of the securities covered by the Resale Registration Statement; provided, however, that the Issuer shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction wherein it would not but for the requirements of this paragraph (iii) be obligated to do so; and provided further that the Issuer shall not be required to qualify such securities in any jurisdiction in which the securities regulatory authority requires that a Principal Company Shareholder submit any of its securities to the terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell securities in such jurisdiction unless such Principal Company Shareholder agrees to do so; (iv) promptly notify each Principal Company Shareholder, at any time when a prospectus relating to the securities covered by the Resale Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in the Resale Registration Statement, Parent as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of a Principal Company Shareholder promptly prepare and furnish (subject to the Issuer's rights in connection with a Blackout Period) to each Principal Company Shareholder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall use commercially reasonable efforts not include an untrue statement of a material fact or omit to cause state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made; and (v) take such other actions as are reasonably required in order to expedite or facilitate the disposition of the securities included in the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant subject to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner Section 6.12 of sale or volume restrictions (such period, the “Registration Period”this Agreement). (d) From All expenses incurred in connection with the date Resale Registration Statement, excluding underwriters' discounts and commissions and any stamp or transfer tax or duty, including without limitation, all registration, filing and qualification fees, word processing, duplicating, printers' and accounting fees (including the expenses of this Agreement until the end any special audits or "cold comfort" letters required by or incident to such performance and compliance), fees of the National Association of Securities Dealers, Inc. or listing fees, messenger and delivery expenses, all fees and expenses of complying with state securities or blue sky laws, fees and disbursements of one counsel chosen by the Shareholder Representative on behalf of the Principal Company Shareholders (up to a maximum of $15,000) and fees and disbursements of counsel for the Issuer incurred in connection with the Resale Registration PeriodStatement shall be paid by the Issuer. Each Principal Company Shareholder shall bear and pay the underwriting commissions and discounts and any stamp or transfer tax or duty and the fees and disbursements of such counsel for the Principal Company Shareholders other than the one counsel referred to above incurred in connection with the Resale Registration Statement. (e) In connection with the Resale Registration Statement, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities ActIssuer shall, and file with the SEC in a timely manner all reports hereby agrees to, indemnify and other documents required hold harmless each Principal Company Shareholder and such Principal Company Shareholder's affiliates against any Loss to be filed by Parent which such Principal Company Shareholder or such Principal Company Shareholder's affiliates may become subject under the Securities Act or otherwise, insofar as such Loss arises out of or is based upon an untrue statement or alleged untrue statement or a material fact contained in the Resale Registration Statement filed by the Issuer, or 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, and the Exchange ActIssuer shall, and it hereby agrees to, reimburse such Principal Company Shareholder or such Principal Company Shareholder's affiliates for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such action, proceeding or claim; provided, however, that the Issuer shall not be liable to any person in any case to the extent that any such Loss or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Resale Registration Statement contained therein, in reliance upon information furnished to the Issuer by the Company or any of the Principal Company Shareholders or any such other parties acting for the Principal Company Shareholders for use therein. The Issuer shall have the right to assume the defense of any action or claim for which the Principal Company Shareholders seek indemnification pursuant to this Section 6.07(e), including the employment of counsel reasonably satisfactory to the Shareholder Representative. (f) Each Principal Company Shareholder shall, severally but not jointly, indemnify and hold harmless the Issuer and each of its affiliates against any Loss to which the Issuer may become subject under the Securities Act or otherwise, insofar as such Loss arises out of or is based upon the omission or alleged omission to state therein a required material fact in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in reliance upon and in conformity with information furnished by or on behalf of such Principal Company Shareholder or by a failure to furnish the Issuer, upon written request specifically identifying the information sought, with the information that is the subject of the untrue statement or omission. Each Principal Company Shareholder shall reimburse any legal or other expenses reasonably incurred by the Issuer or its affiliate in connection with investigating or defending any such Loss or Action. The Principal Company Shareholders shall have the right to assume the defense of any action or claim for which the Issuer seeks indemnification pursuant to this Section 6.07(f), including the employment of counsel reasonably satisfactory to the Issuer.

Resale Registration Statement. (a) Parent Promptly following the Agreement Date, Purchaser shall prepare and file or cause a registration statement on Form S-3 of Purchaser (except if the Purchaser is not then eligible to be prepared and filed with register for resale the SEC, as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date), a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates Registrable Shares (as defined in the Stockholder Agreement)below) on Form S-3, then such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement registration shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration form) registering under the Securities Act the resale, in accordance with any reasonable method of distribution elected by the Sellers, of the shares of Purchaser Common Stock to be issued to the Sellers in connection with the Transactions (including those issuable upon the exercise of the Purchaser Warrants) and any other shares of Purchaser Common Stock issued in respect of such CBA Closing Consideration securities upon any stock split, stock dividend, recapitalization, reclassification, merger, consolidation or similar event (such shares, the “Registrable Shares,” and Pubco Shareholder Issuance for resalesuch registration statement, the “Registration Statement”). If Each Seller shall complete, execute and deliver to Purchaser a Seller Questionnaire. Each Seller who returns a properly completed Seller Questionnaire or otherwise provides the Resale Shelf information that in the opinion of Purchaser’s counsel is required to be included in the Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible referred to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment herein as promptly as practicable, such that the Resale Shelf a “Selling Shareholder.” (b) The Registration Statement shall include the Registrable Shares of all Selling Shareholders for whom Purchaser has received a completed Seller Questionnaire or information that in the opinion of Purchaser’s counsel is required to be on Form S-3included in the Registration Statement. Parent shall Purchaser will use commercially reasonable best efforts to file the Registration Statement with the SEC within 10 Business Days following the Closing and to cause the Resale Shelf Registration Statement to be declared effective by the SEC as soon as possible after filing practicable thereafter, but no later than the earlier of (i) 180 75 calendar days following the Closing Date and (ii) the tenth (10th) Business Day 5th business day after the date Parent the Purchaser is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice review. Notwithstanding anything to the Holders contrary in this Agreement, Purchaser will be entitled to delay or postpone the filing or effectiveness of the Registration Statement, and from time to time to suspend the effectiveness thereof, if the Purchaser Board has determined in good faith that the disclosure necessary for continued use of the Registration Statement by the Selling Shareholders could be materially detrimental to the Purchaser, by delivering written notice of such effectivenesssuspension to all Selling Shareholders (each such circumstance, a “Suspension Event”); provided, however, that Parent’s obligations Purchaser may not delay the filing or suspend the effectiveness of the Registration Statement on more than one occasion or for more than 90 consecutive calendar days, in each case during any 12-month period (provided that any such delay in filing or suspension shall be lifted and the Purchaser shall provide notice to include the Registrable Shares held by Selling Shareholders as soon as such disclosure is no longer needed or would no longer be materially detrimental to the Holders Purchaser to make). Upon receipt of any written notice from Purchaser of the occurrence of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the Resale Shelf Registration Statement are contingent upon case of the Holders timely furnishing in writing to Parent such information regarding the Holdersprospectus) not misleading, the securities of Parent to be held by the Holders each Selling Shareholder agrees that (i) it will immediately discontinue offers and the intended method of disposition sales of the Registrable Shares as shall be reasonably requested by under the Parent Registration Statement until the Selling Shareholder receives copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred to effect the registration above and receives notice that any post-effective amendment of the Registrable SharesRegistration Statement has become effective or unless otherwise notified by Purchaser that it may resume such offers and sales, and (ii) it will maintain the Holders confidentiality of any information included in such written notice delivered by Purchaser unless otherwise required by law or subpoena (provided that any such notice shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery solely provide that the Resale Shelf use of the Registration Statement or prospectus has been suspended without setting forth the reason for such suspension). Notwithstanding anything to the contrary set forth herein, Purchaser shall not, when so advising the Selling Shareholders of such Suspension Event, provide the Selling Shareholders with any supplement material, nonpublic information regarding Purchaser other than to any prospectus forming a part the extent that providing notice to the Selling Shareholders of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicableSuspension Event may constitute material, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be usednonpublic information regarding Purchaser. (c) Following declaration To the extent not registered by the initial Registration Statement filed pursuant to Section 8.5(a) above, Purchaser shall register under the Securities Act the resale, in accordance with any reasonable method of distribution elected by the Sellers, of any Holdback Shares, any Second Payment Consideration or any other Registrable Shares issued to or underlying equity interests to be issued to the Sellers after the Closing Date, including securities upon any stock split, stock dividend, recapitalization, reclassification, merger, consolidation or similar event, on the same terms as those described in this Section 8.5. (d) The Purchaser shall advise the Representative (on behalf of the holders of Registrable Shares registered under any Registration Statement) promptly and in any event within three Business Days (at Purchaser’s expense): (i) when a Registration Statement or any post-effective amendment thereto has been filed and when it becomes effective; (ii) of any request by the SEC for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the Resale Shelf initiation of any proceedings for such purpose; (iv) of the receipt by the Purchaser of any notification with respect to the suspension of the qualification of the Registrable Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) of the occurrence of any event that requires the making of any changes in any Registration StatementStatement or prospectus so that, Parent as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading (provided that any such notice shall solely provide that the use of the Registration Statement or prospectus has been suspended without setting forth the reason for such suspension). Notwithstanding anything to the contrary set forth herein, Purchaser shall not, when so advising the Selling Shareholders of such events, provide the Selling Shareholders with any material, nonpublic information regarding Purchaser other than to the extent that providing notice to the Selling Shareholders of the occurrence of the events listed in (i) through (v) above may constitute material, nonpublic information regarding Purchaser. Purchaser shall use commercially reasonable its best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as practicable. Upon the occurrence of any event contemplated in clauses (i) through (v) above, except for such times as Purchaser is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement as a result of a Suspension Event, Purchaser shall use its reasonable best efforts to as soon as practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to the holders of Registrable Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) Once declared effective, the Purchaser shall, subject to the occurrence of any Suspension Event, cause the Resale Shelf Registration Statement to be continuously effective and usable until such time as all there are no longer any Registrable Shares covered by such Resale Shelf (the “Effectiveness Period”). If any Registration Statement (i) have been sold (whether pursuant ceases to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption effective under the Securities Act without manner of sale or volume restrictions (such periodfor any reason at any time during the Effectiveness Period, the Purchaser shall promptly cause such Registration Statement to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Registration Statement), and in any event no later than within twenty (20) days of such cessation of effectiveness, amend such Registration Statement in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of such Registration Statement or, file an additional registration statement for an offering (“Subsequent Shelf Registration”) to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the Selling Shareholders thereof of all securities that are Registrable Shares as of the time of such filing. If a Subsequent Shelf Registration Period”). is filed, the Purchaser shall use its reasonable best efforts to (da) From cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after such filing, but in no event later than the date of this Agreement that is seventy-five (75) days after such Subsequent Shelf Registration is filed and (b) keep such Subsequent Shelf Registration (or another Subsequent Shelf Registration) continuously effective until the end of the Effectiveness Period. Any such Subsequent Shelf Registration Periodshall be a Registration Statement on Form S-3 to the extent that the Purchaser is eligible to use such form, Parent and if the Purchaser is a “well-known seasoned issuer” as defined under Rule 405 as of the filing date, such Registration Statement shall make be an Automatic Shelf Registration Statement. Otherwise, such Subsequent Shelf Registration shall be on Form S-1 or another appropriate form and keep public information availableshall provide for the registration of such Registrable Shares for resale by such Selling Shareholders in accordance with any reasonable method of distribution elected by the Selling Shareholders. (f) The Purchaser shall supplement and amend any Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Purchaser for such Registration Statement if required by the Securities Act or as those terms are understood reasonably requested by a Selling Shareholder. (g) The Purchaser will provide a draft of the Registration Statement to the Sellers for review at least three Business Days in advance of filing the Registration Statement. In no event shall any Selling Shareholder be identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the SEC or another regulatory agency; provided, however, that if the SEC requests that a Selling Shareholder be identified as a statutory underwriter in the Registration Statement, such Selling Shareholder will have an opportunity to withdraw from the Registration Statement. (h) If the SEC prevents the Purchaser from including any or all of the Registrable Shares proposed to be registered for resale under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the shares of Purchaser Common Stock by the applicable shareholders or otherwise, (i) such Registration Statement shall register for resale such number of Registrable Shares that is equal to the maximum number of shares of Purchaser Common Stock as is permitted by the SEC, (ii) the number of Registrable Shares to be registered for each Seller named in the Registration Statement shall be reduced pro rata among all such Selling Shareholders, and defined in (iii) as promptly as reasonably practicable after being permitted to register additional shares of Purchaser Common Stock under Rule 144 under 415 of the Securities Act, the Purchaser shall file a new Registration Statement to register such Registrable Shares not included in the initial Registration Statement and file cause such Registration Statement to become effective promptly. (i) All Registration Expenses incurred in connection with any registration shall be borne by the SEC Purchaser. All Selling Expenses relating to securities registered or sold on behalf of the Sellers shall be borne by the Sellers of the registered securities included in a timely manner such registration. For purposes hereof, “Registration Expenses” means all reports expenses incurred by the Purchaser in complying with this Section 8.5, including, without limitation, all registration, qualification, listing and other documents required to be filed by Parent under filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Securities Act Purchaser, blue sky fees and expenses, and the Exchange Actexpense of any special audits incident to or required by any such registration. For purposes hereof, “Selling Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered by the Selling Shareholders and all other expenses.

Resale Registration Statement. (a) Parent shall prepare and file or cause to be prepared and filed Buyer, with the SECcooperation of Seller, shall use its reasonable best efforts to register the resale by Seller any Buyer Shares issued to Seller pursuant to this Agreement (the “Registrable Securities”) on a registration statement on Form F-3 or such other appropriate form permitting the registration of all Registrable Securities for resale (each, a “Registration Statement”) within 90 days of the issuance of such Buyer Shares, and shall use its reasonable best efforts to have the Registration Statement declared effective as soon as practicable following after the Closing Date (but in SEC has notified Buyer that it will not review, or has completed its review, of the applicable Registration Statement, and to keep each such Registration Statement effective until there are no event longer any Registrable Securities hereunder. Buyer, with the cooperation of Seller, shall file an initial Registration Statement no later than thirty (30) 15 days following the Closing Date). (b) Notwithstanding anything to the contrary contained herein, Buyer may, upon written notice to Seller, suspend the use of any Registration Statement, including any prospectus that forms a part of such Registration Statement, if (i) the SEC or any other federal or state Governmental Authority has issued a stop order suspending the effectiveness of such Registration Statement or initiated any proceedings for that purpose, (ii) Buyer receives notice with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation of any proceedings for that purpose, and (iii) any event or passage of time occurs that makes the financial statements included in such Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or the related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, the related prospectus or other documents so that, in the case of a Registration Statement for an offering or the related prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be made on stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) any pending corporate development with respect to Buyer occurs or exists that Buyer believes may be material and that, in the determination of Buyer, makes it not in the best interest of Buyer to allow continued availability of a continuous basisRegistration Statement or the related prospectus; provided, however, in no event shall Seller be suspended from selling the Registrable Securities pursuant to Rule 415 a Registration Statement under foregoing (iii) or (iv) for a period that exceeds 90 consecutive trading days or an aggregate of 120 trading days (which need not be consecutive) in any given three hundred sixty (360)-day period. Upon disclosure of such information or the termination of the Securities Act or any successor theretocondition described above, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and Buyer shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable SharesSeller, and the Holders shall execute promptly terminate any suspension of sales it has put into effect and shall take such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees other reasonable actions to comply with all applicable federal and state securities Laws in connection with the resale permit registered sales of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus Securities as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be usedcontemplated hereby. (c) Following declaration ▇▇▇▇▇ and Seller agree that, while Buyer or Seller is in possession of material non-public information regarding Buyer, none of Buyer, Seller nor any of their respective Affiliates will be permitted to engage in any transactions in or relating to the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”)Common Stock. (d) From the date For purposes of this Agreement until Section 9.5, a Buyer Share shall cease to be a Registrable Security upon the end earliest to occur of the following: (i) a Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent Statement registering such share under the Securities Act has been declared or becomes effective and such share has been sold or otherwise transferred by the Exchange Actholder thereof pursuant to and in a manner contemplated by such effective Registration Statement, (ii) such share is sold pursuant to Rule 144 under circumstances in which any legend borne by such share relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by Buyer, or (iii) the first date such share is eligible to be sold pursuant to Rule 144 without any limitation as to volume of sales, holding period and without the holder complying with any method of sale requirements or notice requirements under Rule 144.

Resale Registration Statement. (a) Parent Purchaser shall prepare and file or cause to be prepared and filed with the SECand, as soon as practicable following the Closing Date (but in no event later than thirty (30) days following within 45 Business Days of the Closing Date), file with the SEC a Registration Statement registration statement on Form S-3, or, if such registration statement is not available, such other form as may provide for an offering to be made on a continuous basisregistered resale, pursuant to Rule 415 of under the Securities Act (together with all amendments or any successor supplements thereto, registering and all information incorporated by reference therein, the “Registration Statement”), covering the resale from time to time by CBA Member, its Affiliates (as defined in of the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), Closing Shares issued and any other Person who executes an Additional Purchase Subscription Agreement Earnout Shares issuable pursuant to Section 7.9 named as “selling shareholders” therein 2.5 of this Agreement (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable SharesSecurities”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to Purchaser will use Form S-3 for secondary sales, Parent shall use commercially its reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after reasonably practicable following the filing but no later than of the earlier Registration Statement and shall use its reasonable best efforts to cause the Registration Statement to be maintained effective until the earliest to occur of (i) 180 days following the Closing Date and sixth anniversary of the date the Registration Statement has first become effective, or (ii) the tenth date that all of the Registrable Securities issued or issuable pursuant to Section 2.5 have actually been sold, or may be sold pursuant to Rule 144 under the Securities Act without any restrictions (10th) Business Day after the date Parent is notified (orally including as to volume or in writingmanner of sale), whichever is earlier) including preparing and filing any amendments, post-effective amendments, and prospectus supplements as may be reasonably requested by Seller or required by the SEC that rules, regulations or instructions applicable to the Resale Shelf registration form used by Purchaser or by the Securities Act or rules and regulations thereunder to keep the Registration Statement will effective until all Registrable Securities covered by such Registration Statement are sold. Purchaser shall, at least three (3) days prior to the filing of the Registration Statement or any amendment or supplement thereto, Purchase shall furnish a copy thereof to Seller. (b) For not be “reviewed” more than sixty (60) consecutive days or will for a total of not be subject to further review and shall provide prompt more than ninety (90) days in any twelve (12) month period, Purchaser may, by written notice to the Holders Seller, suspend the use of any prospectus included in the Registration Statement if Purchaser’s board of directors or an authorized committee thereof determines in good faith that such effectiveness; providedsuspension is necessary to (x) delay the disclosure of material nonpublic information concerning Purchaser, howeverthe disclosure of which Purchaser’s board of directors or such committee reasonably determines to be significantly disadvantageous to the Purchaser and its stockholders, or (y) amend or supplement the Registration Statement or the related prospectus so that Parent’s the Registration Statement or prospectus will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading (and, in the event of a suspension pursuant to clause (y), P▇▇▇▇▇▇▇▇ agrees to use reasonable best efforts to complete such amendment or supplement as soon as reasonably practicable). The Company and the Seller shall (a) promptly furnish such information, questionnaires, certificates or other documents as Purchaser may reasonably request in connection with any such Registration Statement and (b) use their reasonable best efforts to cause to be furnished by the appropriate representatives of the Company or by a Seller such information, questionnaires, certificates or other documents as may be reasonably requested by Purchaser in connection with the filing of any such Registration Statement. It shall be a condition precedent to the obligations of Purchaser to include take any action pursuant to this Section (c) with respect to Seller that Seller furnish to Purchaser a fully completed questionnaire and such other information in writing regarding itself, the Registrable Shares Purchaser Common Stock held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holdersit, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares such securities by Seller as Purchaser shall be reasonably requested by the Parent to effect the registration request. In addition, Seller shall promptly notify Purchaser of the Registrable Sharesoccurrence, and from the Holders shall execute date on which such information or documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant furnished to the Resale Shelf date of the closing for the sale of such Purchaser Common Stock held by it, of any event relating to Seller that is required under the Securities Act to be set forth in any such Registration Statement. Parent shall notify CBA Member promptly upon discovery that All expenses relating to the Resale Shelf preparation, filing and otherwise relating to the preparation and filing of the Registration Statement or any supplement (but not as to sales costs, fees and commissions relating to any prospectus forming a part sales of Registrable Securities thereunder) shall be the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy sole responsibility of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be usedPurchaser. (c) Following declaration of the effectiveness of the Resale Shelf Registration StatementSo long as Seller holds Registrable Securities, Parent Purchaser, at all times while it shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption a reporting company under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until the end of the Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file with within the applicable grace period) all SEC in a timely manner all reports and other documents Reports required to be filed by Parent Purchaser after the date hereof and to promptly notify Seller of its filing of all such SEC Reports. Purchaser further covenants that it shall take such further action as Seller may reasonably request, all to the extent required from time to time to enable Seller to sell the shares of Purchaser Common Stock held by Seller without registration under the Securities Act and within the Exchange Actlimitation of the exemptions provided by Rule 144, including providing any customary legal opinions. Upon the request of Seller, Purchaser shall deliver to Seller a written certification of a duly authorized officer as to whether it has complied with such requirements.

Resale Registration Statement. Within ten (a10) Parent Business Days following the Closing Date with respect to a registration statement on Form S-1 and two (2) Business Days following the Closing Date with respect to a registration statement on Form S-3 (or any prospectus supplement thereto), Buyer shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date), a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (orand, if Form S-3 is not available to be used by Parent at such timeapplicable, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible reasonably practicable after filing but no later than filing, a registration statement on Form S-1 (solely to the earlier of extent Form S-3 (iincluding Form S-3ASR) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) then unavailable for use by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice Buyer), a shelf registration statement on Form S-3 (solely to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held extent Form S-3 ASR is then unavailable for use by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing Buyer), or a prospectus supplement to Parent such information regarding the HoldersBuyer's existing automatic shelf registration statement on Form S-3ASR (File No. 333-252681) (including any amendments or supplements, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares"Registration Statement"), and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. prospectus (bincluding any amendments or supplements, the “Prospectus”) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof in compliance with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption 415 under the Securities Act without manner covering the resale on a continuous basis of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until the end all of the Registrable Securities provided, that Buyer shall only be obligated to file (or supplement or amend) the Registration PeriodStatement during an “open trading window” as determined by Buyer’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies. As a condition to its obligations under this Section, Parent shall make Buyer may require each Holder of Registrable Securities (as hereinafter defined) as to which any registration is being effected to (i) complete a stockholder questionnaire in the form attached hereto as Schedule 8.4.2 and keep public to furnish Buyer with such information available, as those terms are understood regarding such Person that is necessary to satisfy the disclosure requirements relating to the registration and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent distribution of such securities under the Securities Act and the Exchange rules and regulations promulgated thereunder as Buyer may from time to time reasonably request in writing and (ii) promptly notify Buyer in writing of any changes in the information set forth in the applicable Registration Statement or Prospectus after it is prepared regarding the Holder of Registrable Securities. None of the information supplied (or to be supplied) by or on behalf of any of the Holders of Registrable Securities for inclusion or incorporation by reference in the applicable Registration Statement or Prospectus will, at the time the Registration Statement is declared effective under the Securities Act (or with respect to any post-effective amendments or supplements thereto, at the time such post-effective amendments or supplements become effective under the Securities Act), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. For the purposes of this Section, a “Holder of Registrable Securities” refers solely to a holder of Registrable Securities as of or following the Closing Date.

Resale Registration Statement. (a) Parent Each of Acquirer and the Company shall prepare cooperate with respect to the preparation and file or cause to be prepared and filed filing with the SEC, as soon as practicable SEC of a registration statement of Acquirer registering the resale by Company Securityholders holding shares of Acquirer Common Stock issued hereunder following Closing (the Closing Date (but in no event later than thirty (30) days following the Closing Date“Resale Registration Statement”), . If Acquirer is eligible to file a Resale Registration Statement for an offering to be made on a continuous basis, Form S-3 pursuant to Rule 415 462(e) under the Securities Act (an “Automatic Resale Registration Statement”) registering the resale by the Company Securityholders holding shares of Acquirer Common Stock issued hereunder, Acquirer shall prepare such Automatic Resale Registration Statement and the Form 8-K/A attaching the Required Financials (the “Form 8-K/A”), with the cooperation of the Company, and, subject to Acquirer’s timely receipt of the Reporting Information and the Company’s performance and compliance with its covenants set forth in this Section 5.15, Acquirer shall use its reasonable best efforts to have such Form 8-K/A and Automatic Resale Registration Statement ready for filing with the SEC promptly following the Closing, provided that Acquirer shall only be obligated to file the Resale Registration Statement (x) during an “open trading window” as determined by Acquirer’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies and (y) a reasonable period of time after Acquirer’s receipt of the Reporting Information. Each of Acquirer and the Company will cause the Resale Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. The Company shall use its commercially reasonable efforts to: (a) deliver prior to Closing the Required Financials(b) upon Acquirer’s request, assist Acquirer and its Representatives in the preparation of any pro forma financial statements of the Company that may be required in connection with Acquirer’s SEC reporting obligations related to this Agreement or any successor theretoof the Transactions or the filing of the Resale Registration Statement, registering (c) promptly furnish such information as Acquirer may reasonably request in connection with such financial statements, the resale from time Resale Registration Statement, or the performance of Acquirer’s SEC reporting obligations relating to time this Agreement or any of the Transactions; (d) complete, execute, acknowledge and deliver, or use their reasonable best efforts to cause to be completed, executed, acknowledged and delivered by CBA Memberthe appropriate representatives of the Company or Company Securityholders, its Affiliates in each case, such questionnaires and other documents, certificates and instruments as may be reasonably requested by the Acquirer in connection with the filing of the Resale Registration Statement or the financial statements or the performance of Acquirer’s SEC reporting obligations relating to this Agreement or any of the Transactions and (as defined e) cause the Company’s auditors to deliver any consent required to file the Required Financials to comply with Acquirer’s SEC reporting obligations or file the Resale Registration Statement (the Required Financials, together with the information in the Stockholder Agreement(b), such Affiliates of Parent set forth on Schedule 7.4(a(c), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectivelyd), the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable SharesReporting Information”). The Resale Shelf Registration Statement shall be on Form S-3 (orSubject to Acquirer’s timely receipt of the Reporting Information and the Company’s performance and compliance with its covenants set forth in this Section 5.15, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent Acquirer shall use commercially its reasonable best efforts to cause such Resale Shelf Registration Statement file the Form 8-K/A with the SEC as soon as reasonably practicable following its preparation. (b) Once effective, Acquirer shall, subject to be amended by post-effective amendment as promptly as practicablethe other applicable provisions of this Agreement, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective and usable until the date that is the two-year anniversary of the Closing Date, or such earlier time as all Registrable Shares shares of Acquirer Common Stock covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or , (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions restrictions, or (such periodiii) cease to be outstanding; provided, however, that Acquirer shall not be deemed to have breached its obligations hereunder if Acquirer shall fail to fulfill its obligations under this Section 5.15 at a time when trading of Acquirer Common Stock has been suspended under Acquirer’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies, including if Acquirer reasonably believes that there is or may be in existence material nonpublic information or events involving the Company, the “failure of which to be disclosed in the prospectus included in the Resale Registration Period”Statement could result in a violation of Law. (c) With respect to any Resale Registration Statement that has been filed pursuant to Section 5.15(a), (i) upon the issuance by the SEC of any stop order suspending the effectiveness of any Resale Registration Statement or the initiation of any proceedings for that purpose; (ii) if any Resale Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (including, in any such case, as a result of the non-availability of financial statements); or (iii) if, in the good faith judgment of Acquirer following consultation with legal counsel, it would be detrimental to Acquirer or its stockholders for resales of Acquirer Common Stock to be made pursuant to the Resale Registration Statement due to (A) the existence of a material development or potential material development involving Acquirer that Acquirer would be obligated to disclose or incorporate by reference in the Resale Registration Statement, which disclosure would be premature or otherwise inadvisable at such time, or (B) interference with an actual or potential material financing or business combination transaction involving Acquirer, (I)(1) in the case of clause (ii) above, but subject to clause (iii) above, Acquirer shall as promptly as reasonably practicable prepare and file a post-effective amendment to such Resale Registration Statement or a supplement to the related prospectus so that such Resale Registration Statement or prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of a post-effective amendment to a Resale Registration Statement, use reasonable best efforts to cause it to become effective as promptly as reasonably practicable and (2) in the case of clause (i) above, use reasonable best efforts to cause such stop order to be lifted, and (II) Acquirer shall give notice to the Company Securityholders that the availability of such Resale Registration Statement is suspended and, upon receipt of any such notice, each Company Securityholder agrees that it shall not sell any of the registered securities pursuant to a Resale Registration Statement until such Company Securityholder or the Stockholders’ Agent (after Closing) is notified by Acquirer of the effectiveness of the post-effective amendment to a Resale Registration Statement provided for in clause (I) above, or until it is notified in writing by Acquirer that the Resale Registration Statement may be used. In connection with any circumstance covered by clause (iii) above, Acquirer shall be entitled to exercise its rights pursuant to this Section 7.15(d) to suspend the availability of the Resale Registration Statement for no more than [***] consecutive days and an aggregate of [***] in any 365-day period. Acquirer shall promptly notify the Company (prior to Closing) or the Stockholders’ Agent (following the Closing), as applicable, upon the receipt of any comment letter or request by the SEC, state securities authority or other Governmental Entity for amendments or supplements to any Resale Registration Statement or the prospectus related thereto or for additional information. (d) From Subject to this Section 5.15 and the date Company’s performance and compliance with its covenants set forth in this Section 5.15, Acquirer shall use reasonable best efforts to cause the shares of this Agreement until Acquirer Common Stock being issued in the end Merger to be approved for listing (subject to notice of issuance) on NASDAQ promptly following Acquirer’s filing of the Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange Act.Form 8-K/A.

Resale Registration Statement. Within ninety (a90) Parent shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable following days after the Closing Date (but in no event later than thirty (30) days following the Closing Date)date, Buyer shall file a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, registration statement on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed shall amend by post-effective amendment any existing registration statement on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary salesregister the resale of the Buyer Units under the Securities Act. Thereafter, Parent Buyer shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by registration statement or post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible reasonably practical after the filing but no later than thereof and to keep the earlier registration statement continuously effective under the Securities Act until all Buyer Units have been sold pursuant to such registration statement or until Buyer Units are eligible to have restrictive legends removed under Rule 144(k) as promulgated under the Securities Act; provided however, Buyer may suspend or delay effectiveness of such registration statement or post-effective amendment if allowed to and for such time as set forth in any registration rights agreement filed as an exhibit to any report filed by Buyer with the Securities and Exchange Commission. Buyer further agrees to file a post-effective amendment to convert the registration statement to a registration statement on Form S-3 under Rule 415 as promulgated under the Securities Act within thirty (i30) 180 days following of Buyer’s eligibility to use such Form S-3 for a primary offering of securities. Additionally, the Sellers hereby agree that, without the prior written consent of Buyer, neither Seller will, during the period commencing on the Closing Date and ending 180 days thereafter (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, lend or otherwise dispose of or transfer, directly or indirectly, any equity securities of Buyer, or any securities convertible into or exercisable or exchangeable for equity securities of Buyer, or (ii) the tenth (10th) Business Day after the date Parent is notified (orally enter into any swap or other arrangement that transfers, in whole or in writingpart, whichever directly or indirectly, any of the economic consequences of ownership of any equity securities of Buyer, whether any such transaction described in clause(i) or (ii) above is earlier) to be settled by the SEC that the Resale Shelf Registration Statement will not be “reviewed” delivery of Common Units of Buyer or will not be subject to further review and shall provide prompt notice to the Holders of such effectivenessother securities, in cash or otherwise; provided, however, that Parent’s obligations the restrictions described in clauses (i) and (ii) shall not apply to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing Common Units (a) transferred as a gift or gifts or as intra-family transfers or transfers to trusts or family limited partnerships for estate planning purposes; provided that any donee thereof agrees in writing to Parent such information regarding the Holders, the securities of Parent to be held bound by the Holders and the intended method terms of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. this Section 2.2(d) or (b) CBA Member agrees subject to comply with all applicable federal and state bona fide pledges of securities Laws in connection with or transfers to Affiliates, provided the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy pledgee of such supplemented securities or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders Affiliate agrees in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered bound by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner terms of sale or volume restrictions (such period, the “Registration Period”this Section 2.2(d). (d) From the date of this Agreement until the end of the Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange Act.

Resale Registration Statement. (a) Parent shall prepare and file or cause to be prepared and filed with the SEC, as As soon as reasonably practicable following after the Closing Date (Effective Date, but in no event later than thirty (30) days following the Closing Date), a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 150 days following the Closing Effective Date and or (ii) Parent's public release of its financial results for the tenth (10th) Business Day after third quarter of 1998, Parent shall prepare and file with the date Parent is notified (orally SEC a Registration Statement on Form S-3 or in writingother appropriate form pursuant to Rule 415 under the Securities Act, whichever is earlier) or other similar rule of the SEC covering the resale by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Interest Holders of such effectiveness; provided, however, that Parent’s obligations to include 50% of the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities shares of Parent Common Stock issued to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws them in connection with the resale Acquisition (the "Resale Registration Statement"). The Interest Holders shall, promptly after any request by Parent, furnish to Parent all financial statements and other information as may be requested by Parent in connection with preparation and filing of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use all commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective and to keep the Resale Registration Statement continuously effective for a period of two years following the Closing Date, or, if sooner, until the date on which the Interest Holders have disposed of such 50% of the shares of Parent Common Stock issued to them in connection with the Acquisition. Parent further agrees, if necessary during the time that the Resale Registration Statement is required to be maintained effective, to amend or supplement the Resale Registration Statement when required by the registration form, by the instructions applicable to such form, or by the Securities Act or the rules and regulations thereunder. (b) Parent agrees to furnish promptly to each Interest Holder such number of copies of the Resale Registration Statement, any amendments thereto, any documents incorporated by reference therein, the prospectus included in the Resale Registration Statement, including any preliminary prospectus, and such other documents as all Registrable Shares such Interest Holder may reasonably request in writing in order to facilitate the disposition of the shares of Parent Common Stock covered by such the Resale Shelf Registration Statement (i"Registered Stock"). (c) have been sold (whether pursuant Parent agrees to such Resale Shelf Registration Statement or otherwise) or (ii) may promptly notify each holder of Registered Stock, at any time when a prospectus relating thereto is required to be transferred under Rule 144 or another similar exemption delivered under the Securities Act without manner Act, of sale the occurrence of an event requiring the preparation of a supplement to such prospectus or volume restrictions (an amendment of the Resale Registration Statement necessary in order to maintain the effectiveness of the Resale Registration Statement and to ensure that such periodprospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and to promptly file with the “SEC and make available to such holder any such supplemented prospectus or amended Resale Registration Period”)Statement. (d) From Each Interest Holder agrees that, upon receipt of written notice from Parent of the happening of any event of the kind described in Section 8.13(c) hereof, such Interest Holder will treat such information as confidential, will immediately discontinue the disposition of Registered Stock pursuant to the Resale Registration Statement until such Interest Holder's receipt of the copies of the revised prospectus contemplated by Section 8.13(c) hereof (a "Suspension Period") and, if so directed by Parent, such Interest Holder will deliver to Parent all copies, other than permanent file copies then in such Interest Holder's possession, of the most recent prospectus covering such Registered Stock at the time of receipt of such notice. Parent agrees and acknowledges that for the period beginning on the date on which Parent announces its results of (e) Parent shall use all commercially reasonable efforts to register or qualify the Registered Stock under such other securities or blue sky laws of this Agreement until such jurisdictions as each holder of Registered Stock shall reasonably request, and do any and all other acts and things which may be necessary under such securities or blue sky laws to enable each such holder of Registered Stock to consummate the end public sale or other disposition in such jurisdictions of the Registration PeriodRegistered Stock owned by such holder, except that Parent shall make and keep public information available, not for any such purpose be required to qualify to do business as those terms are understood and defined a foreign corporation in Rule 144 under any jurisdiction wherein it is not so qualified. (f) Parent shall use all commercially reasonable efforts to prevent the Securities Actissuance of any order suspending the effectiveness of the Resale Registration Statement, and if one is issued, use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the Resale Registration Statement at the earliest possible moment. (g) Parent shall promptly file appropriate additional listing applications, and shall use all commercially reasonable efforts to cause the Registered Stock to be listed on the securities exchange or quoted on the automated quotation system on which the Parent Common Stock is then listed or quoted. (h) Parent shall otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the SEC in connection with the Resale Registration Statement and make generally available to Parent's security holders, in each case as soon as practicable, but not later than 45 days after the close of the period covered thereby (90 days in case the period covered corresponds to a timely manner all reports and other documents required to be filed by fiscal year of Parent), an earnings statement of Parent under which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any comparable successor provisions). (i) In connection with the Exchange ActResale Registration Statement, Parent shall pay the following registration expenses: (i) all registration and filing fees; (ii) the fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of Parent's counsel in connection with blue sky qualifications of the Registered Stock); (iii) printing expenses; (iv) the reasonable fees and disbursements of counsel for Parent and the customary fees and expenses for independent certified public accountants retained by Parent; and (v) the reasonable fees and expenses of any experts retained by Parent in connection with such registration. Parent shall not have any obligation to pay any legal fees of the holders of Registered Stock, any fees or expenses of independent certified public accountants retained by the Interest Holders, any underwriting fees, discounts, or commissions attributable to the sale of Registered Stock, or any out-of-pocket expenses of the holders of Registered Stock (or the agents of such holders who manage the holders' accounts).

Resale Registration Statement. (a) Parent shall At its expense, the Buyer will use reasonable best efforts to: (i) prepare and file with the SEC a registration statement of the Buyer on Form S-3 that registers for resale on a delayed or continuous basis all of the Earn-Out Shares and which identifies each Preferred Stockholder receiving Earn-Out Shares (each, a “Holder”) as a selling security holder (such registration statement, the “Resale Registration Statement”); (ii) cause the Resale Registration Statement to become effective not later than the date that any Earn-Out Shares are required to be issued hereunder and remain effective with respect to each Holder during the period ending on the earliest of (i) the date on which such Holder has disposed of all of his, her or its Earn-Out Shares; (ii) the date such Holder is able to sell all Earn-Out Shares held by him, her or it under Rule 144 promulgated under the Securities Act within a three month period; and (iii) the second anniversary of the effective date of the Resale Registration Statement (such period, the “Resale Period”); (iii) prepare and file with the SEC such amendments and supplements to the Resale Registration Statement and the prospectus used in connection with the Resale Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; (iv) furnish to each Holder such reasonable number of copies of the Resale Registration Statement, preliminary prospectus, final prospectus and such other documents as such Holder may reasonably request in order to facilitate the sale of the Earn-Out Shares; (v) register and qualify the securities covered by the Resale Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by any Holder; provided that the Buyer shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Buyer is already subject to service in such jurisdiction and except as may be required by the Securities Act; (vi) notify each Holder of the happening of any event as a result of which the prospectus included in the Resale Registration Statement, as then in effect, includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (vii) cause the Earn-Out Shares to be listed on each securities exchange or automated quotation system on which similar securities issued by the Buyer are then listed or quoted; and (viii) provide a transfer agent and registrar for all Earn-Out Shares and a CUSIP number for all Earn-Out Shares, in each case not later than the date that any Earn-Out Shares are required to be issued hereunder. (b) In connection with the filing of the Resale Registration Statement with the SEC, the Buyer agrees to provide such information and materials (including method or methods of distribution) and take such action as may be required to permit the Buyer to comply with all applicable requirements of the SEC and to obtain effectiveness of the Resale Registration Statement as expeditiously as possible. (c) Notwithstanding Section 5.7(a) above, the Buyer may postpone, for up to 120 days, the filing of the Resale Registration Statement or postpone the filing of a pre- or post-effective amendment otherwise required to be prepared and filed with if, at the SEC, as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date), a Registration Statement for an offering time such filing is required to be made on a continuous basismade, pursuant to Rule 415 (a) the Buyer’s board of directors determines in good faith that the registration and offering of the Securities Act or Earn-Out Shares would require disclosure of material information that would have a material adverse effect on the Buyer and promptly gives each Holder notice of that determination (it being understood, however, that, in any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectivelyevent, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent Buyer shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that minimize the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition length of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. postponement) or (b) CBA Member agrees the chief executive officer of the Buyer certifies to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery each Holder that the Resale Shelf Registration Statement or any supplement Buyer has a present intention to any prospectus forming file a part registration statement with respect to authorized and unissued shares of the Resale Shelf Registration Statement contains Buyer’s capital stock within such 120-day period; provided that any such postponement shall be for a Material Misstatement period of not more than 120 days and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but occur no later more than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of once in any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such twelve-month period, the “Registration Period”). (d) From With a view to making available the date benefits of this Agreement until the end certain rules and regulations of the Registration SEC that may at any time permit the sale of the restricted securities to the public without registration, during the Resale Period, Parent shall the Buyer agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and ; (ii) use commercially reasonable efforts to then file with the SEC in a timely manner all reports and other documents required to be filed by Parent of the Buyer under the Securities Act and the Exchange Act; and (iii) Furnish to each Holder, promptly upon request, a written statement by the Buyer as to its compliance with the reporting requirements of Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Buyer, and such other reports and documents of the Buyer as such Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing such Holder to sell any such securities without registration.

Resale Registration Statement. (a) Parent shall prepare and 10.1 The Borrower agrees that it will file or cause to be prepared and filed with the SECCommission (at the Borrower’s sole cost and expense) a registration statement registering the resale of the securities of PFG, including the Conversion Shares (the “Resale Registration Statement”) as soon as practicable following completion of the Closing Date (but in no event later than thirty (30) days following PFG Investment, and the Closing Date), a Borrower shall use all reasonable steps to have the Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible practicable after the filing thereof, but no later than the earlier of (i) 180 days the 90th calendar day (or 120th calendar day if the Commission notifies the Borrower that it will “review” the Resale Registration Statement) following the Closing Date filing date thereof and (ii) the tenth (10th) 10th Business Day after the date Parent the Borrower is notified (orally or in writing, whichever is earlier) by the SEC Commission that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to (such earlier date, the Holders of such effectiveness; “Effectiveness Date”); provided, however, that Parentthe Borrower’s obligations to include the Registrable Conversion Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely PFG furnishing in writing to Parent the Borrower such information regarding the HoldersPFG, the securities of Parent to be the Borrower held by the Holders PFG and the intended method of disposition of the Registrable Conversion Shares as shall be reasonably requested by the Parent Borrower to effect the registration of the Registrable Conversion Shares, and the Holders PFG shall execute such documents in connection with such registration as Parent the Borrower may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Borrower shall be entitled to postpone and suspend the effectiveness or use of the Resale Registration Statement during any customary blackout or similar period or as permitted hereunder. Notwithstanding the foregoing, if the Commission prevents the Borrower from including any or all of the shares of Common Stock proposed to be registered under the Resale Registration Statement due to limitations on the use of Rule 415 under the Securities Act for the resale of the shares of Common Stock held by PFG or any selling shareholder on such Resale Registration Statement or otherwise, such Resale Registration Statement shall register for resale such number of shares of Common Stock which is equal to the maximum number of shares of Common Stock as is permitted by the Commission. In such event, the number of shares of Common Stock to be registered for each selling shareholder named in the Resale Registration Statement shall be reduced pro rata among all such selling shareholders. In the event the Commission informs the Borrower that all of such shares of Common Stock cannot, as a result of the application of Rule 415, be registered for resale on the Resale Registration Statement, the Borrower agrees to promptly inform PFG thereof and use reasonable best efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of shares of Common Stock permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale such shares as a secondary offering. For purposes of clarification, any failure by the Borrower to file the Resale Registration Statement by the Filing Date or to effect such Resale Registration Statement by the Effectiveness Date shall not otherwise relieve the Borrower of its obligations to file or effect the Resale Registration Statement as set forth above in this Section 10. 10.2 The Borrower shall, routinely and upon reasonable request, inform PFG as to the status of such registration. At its expense the Borrower shall: (a) except for such times as the Borrower is permitted hereunder to suspend the use of the prospectus forming part of a Resale Registration Statement, use reasonable best efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which the Borrower determines to obtain, continuously effective with respect to PFG, and to keep the applicable Resale Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following: (i) the date under which all selling shareholders shall have sold all shares of Common Stock required to be covered under such Resale Registration Statement, (ii) the date all shares required to be covered under such Resale Registration Statement may be sold without any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement for the Borrower to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), and (iii) two years from the Effectiveness Date of the Resale Registration Statement; (b) CBA Member agrees advise PFG within five (5) Business Days: (i) when a Resale Registration Statement or any post-effective amendment thereto has become effective; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of any Resale Registration Statement or the initiation of any proceedings for such purpose; (iii) of the receipt by the Borrower of any notification with respect to the suspension of the qualification of the Conversion Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (iv) of the occurrence of any event that requires the making of any changes in any Resale Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading. Notwithstanding anything to the contrary set forth herein, the Borrower shall not, when so advising PFG of such events, provide PFG with any material, nonpublic information regarding the Borrower other than to the extent that providing notice to PFG of the occurrence of the events listed in (a) through (d) above constitutes material, nonpublic information regarding the Borrower. (c) use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Resale Registration Statement at the earliest possible time. (d) upon the occurrence of any event contemplated in Section 10.2(b)(iv), except for such times as the Borrower is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Resale Registration Statement, the Borrower shall use reasonable best efforts, at the earliest possible time, to prepare a post-effective amendment to such Resale Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Conversion Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (e) use reasonable best efforts to cause all Conversion Shares to be listed on each securities exchange or market, if any, on which the Common Stock is then listed. 10.3 The Borrower shall be entitled to delay or postpone the effectiveness of the Resale Registration Statement, and from time to time to require PFG not to sell under the Resale Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Borrower or its subsidiaries is pending or an event has occurred, which negotiation, consummation or an event the Borrower’s board of directors reasonably believes, upon the advice of legal counsel (which may be in-house counsel), would require additional disclosure by the Borrower in the Resale Registration Statement of material information that the Borrower has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Resale Registration Statement would be expected, in the reasonable determination of the Borrower’s board of directors, upon the advice of legal counsel (which may be in-house counsel), to cause the Resale Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Borrower may not delay or suspend the Resale Registration Statement on more than three occasions or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the Borrower of the happening of any Suspension Event during the period that the Resale Registration Statement is effective or if as a result of a Suspension Event the Resale Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, PFG agrees that (i) it will immediately discontinue offers and sales of the Conversion Shares under the Resale Registration Statement until PFG receives copies of a supplemental or amended prospectus (which the Borrower agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Borrower that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Borrower unless otherwise required by law or subpoena. 10.4 The Borrower shall indemnify and hold harmless PFG (to the extent it is a seller under the Resale Registration Statement), its officers, directors and agents, and each person who controls PFG (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable Law, from and against any and all applicable federal losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in the Resale Registration Statement, any prospectus included in the Resale Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that such untrue statements or alleged untrue statements, omissions or alleged omissions are based upon information regarding PFG furnished in writing to the Borrower by PFG expressly for use therein or PFG has omitted a material fact from such information or otherwise violated the Securities Act, Exchange Act or any state securities Laws law or any rule or regulation thereunder. Notwithstanding the forgoing, the Borrower’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Borrower (which consent shall not be unreasonably withheld, delayed or conditioned), nor shall the Borrower be liable for any Losses to the extent they arise out of or are based upon a violation which occurs (A) in connection with any failure of PFG to deliver or cause to be delivered a prospectus made available by the Borrower in a timely manner, (B) as a result of offers or sales effected by or on behalf of any person by means of a free writing prospectus (as defined in Rule 405) that was not authorized in writing by the Borrower, or (C) in connection with any offers or sales effected by or on behalf of PFG in violation of Section 10.3 hereof. 10.5 PFG shall indemnify and hold harmless the Borrower, its directors, officers, agents and employees, and each person who controls the Borrower (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), to the fullest extent permitted by applicable Law, from and against all Losses, as incurred, arising out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Resale Registration Statement, any prospectus included in the Resale Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statements or omissions are based upon information regarding PFG furnished in writing to the Borrower by PFG expressly for use therein. In no event shall the liability of PFG be greater in amount than the dollar amount of the net proceeds received by PFG upon the sale of the Conversion Shares giving rise to such indemnification obligation. PFG shall notify the Borrower promptly of the institution, threat or assertion of any action arising from or in connection with the resale transactions contemplated by this Section 10.5 of Registrable which PFG is aware. Notwithstanding the forgoing, PFG’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of PFG (which consent shall not be unreasonably withheld, delayed or conditioned). 10.6 The Borrower use reasonable best efforts, if requested by PFG, subject to compliance with federal and states securities laws, to (i) cause the removal of any restrictive legend set forth on the Conversion Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement and (ii) issue Shares without any such legend in certificated or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement book-entry form or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicableby electronic delivery through The Depository Trust Company, but no later than at PFG’s option, within one (1) Business Day following Days of such deposit, provided that in each case (A) such Shares are registered for resale under the filing thereof with Securities Act pursuant to an effective Resale Registration Statement and PFG has sold or proposes to sell such Shares pursuant to such registration, (B) PFG has sold or transferred, or proposes to sell or transfer, Shares pursuant to Rule 144 and (C) the SECBorrower, its counsel and its transfer agent have received customary representations and other documentation from PFG that is reasonably necessary to establish that restrictive legends are no longer required as reasonably requested by the Borrower, its counsel or its transfer agent. Upon being notified by Parent With respect to clause (A), while the Resale Registration Statement is effective, the Borrower shall cause its counsel to issue to the transfer agent a legal opinion to allow the legend on the Conversion Shares to be removed upon resale of any Material Misstatement, CBA Member shall refrain from selling any Registrable the Conversion Shares pursuant to the effective Resale Shelf Registration Statement until in accordance with this Section 10.6, and within five (5) Business Days of any request therefor from PFG accompanied by such holder receives from Parent copies of a supplemented or amended prospectus prepared customary and filed by Parentreasonably acceptable representations and other documentation establishing that restrictive legends are no longer required, or until Parent notifies such holders in writing deliver to the transfer agent instructions that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until the end of the Registration Period, Parent transfer agent shall make and keep public information availablea new, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange Actunlegended entry for such book entry Conversion Shares.