Common use of Resale Shelf Registration Statement Clause in Contracts

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts to, (i) between the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the relevant Holder in accordance with any reasonable method of distribution agreed by the Company and such Holder) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof and no later than ninety (90) days after the date of filing of such Resale Shelf Registration Statement (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall file within ninety (90) days of the date hereof and use its commercially reasonable efforts to, (i) between the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder cause to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an go effective registration statement on as promptly as practicable a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by the relevant Holder such Holders in accordance with any reasonable method of distribution agreed elected by the Company and such HolderHolders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”) ), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC Commission as promptly as is reasonably practicable after the filing thereof and no later than ninety (90) days after thereof. Notwithstanding the date foregoing, if the Commission prevents the Company from including any or all of filing of such the Registrable Securities on the Resale Shelf Registration Statement (it being agreed that due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be an automatic shelf registration statement reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall become effective upon filing continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the SEC pursuant to Rule 462(e) if Rule 462(e) is available applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company)’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall file on the date hereof and use its commercially reasonable efforts to, (i) between the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder cause to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an go effective registration statement on as promptly as practicable a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by the relevant Holder such Holders in accordance with any reasonable method of distribution agreed elected by the Company Holders and provided for in such Holderregistration statement) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”) ), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC Commission as promptly as is reasonably practicable after the filing thereof and no later than ninety (90) days after thereof. Notwithstanding the date foregoing, if the Commission prevents the Company from including any or all of filing of such the Registrable Securities on the Resale Shelf Registration Statement (it being agreed that due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be an automatic shelf registration statement reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall become effective upon filing continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the SEC pursuant to Rule 462(e) if Rule 462(e) is available applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company)’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall file within ninety (90) days of the date hereof and use its commercially reasonable efforts to, (i) between the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder cause to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an go effective registration statement on as promptly as practicable a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by the relevant Holder such Holders in accordance with any reasonable method of distribution agreed elected by the Company and such HolderHolders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”) ), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC Commission as promptly as is reasonably practicable after the filing thereof and no later than ninety (90) days after thereof. Notwithstanding the date foregoing, if the Commission prevents the Company from including any or all of filing of such the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders (it being agreed that a “Rule 415 Limitation”), the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be an automatic shelf registration statement reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall become effective upon filing continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the SEC pursuant to Rule 462(e) if Rule 462(e) is available applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company)’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable best efforts to, to file within three (i3) between months of the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on hereof a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the relevant Holder such Holders in accordance with any reasonable method of distribution agreed elected by the Company and such HolderHolders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”) ), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC Commission as promptly as is reasonably practicable after the filing thereof and no later than ninety thereof, but in any event prior to the six (906) days after month anniversary of the date of filing this Agreement. A Resale Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain 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 any prospectus contained in such Resale Shelf Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Resale Shelf Registration Statement becomes effective, but in any event within three (3) business days after such date, the Company shall provide the Holders with written notice of the effectiveness of such Resale Shelf Registration Statement (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company)Statement.

Resale Shelf Registration Statement. Subject to Within 90 days of the other applicable provisions of this AgreementClosing Date, the Company Corporation shall use its commercially reasonable efforts to, (i) between the date that is 180 days after the Closing Date to prepare and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance file with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on SEC a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (except if Act, to permit the Company is not then eligible to register for public resale the of all Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form the terms and shall provide for the registration of such Registrable Securities for resale by the relevant Holder conditions specified in accordance with any reasonable method of distribution agreed by the Company and such Holder) this Section 2.01 (the “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement shall not include the Registrable Securities of any Person who is not a Holder under this Agreement. The Resale Shelf Registration Statement filed with the SEC pursuant to this Section 2.01 shall be on Form S-3 or, if Form S-3 is not then available to the Corporation, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities, covering the Registrable Securities, and shall contain a prospectus in such form as to permit any Selling Holder covered by such Resale Shelf Registration Statement to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect) and at any time beginning on the Effective Date for such Resale Shelf Registration Statement. The Corporation shall use its commercially reasonable efforts to cause such the Resale Shelf Registration Statement filed pursuant to this Section 2.01 to be declared effective by the SEC as promptly soon as is reasonably practicable after the filing thereof and no later than ninety (90) days after the date of filing of such Resale Shelf Registration Statement (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the CompanyCorporation).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable best efforts to, to file within sixty (i60) between the date that is 180 days after following the Closing Date and have declared effective within ninety (90) days following the first anniversary of Closing Date (the “Effectiveness Deadline”; provided that, if the Commission provides comments to the applicable registration statement, then the Effectiveness Deadline shall be one hundred fifty (150) days following the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the relevant Holder such Holders in accordance with any reasonable method of distribution agreed elected by the Company and such HolderHolders) (the “Resale Shelf Registration Statement”) ” and shall use its commercially reasonable efforts to cause such registration, the “Resale Shelf Registration Statement to be declared effective by Registration”), and if the SEC Company is a WKSI as promptly as is reasonably practicable after of the filing thereof and no later than ninety (90) days after the date of filing of such Resale Shelf Registration Statement (it being agreed that date, the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become Automatic Shelf Registration Statement. If a Resale Shelf Registration Statement covering the Registrable Securities is not effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available on or prior to the Company)Effectiveness Deadline, the Company shall pay each Investor, as liquidated damages and not as a penalty, an amount equal to 0.25% of such Investor’s applicable portion of the Purchase Price (as defined in the Purchase Agreement) for each full month or pro rata for any portion thereof following the Effectiveness Deadline for which no Resale Shelf Registration Statement is effective with respect to the Registrable Securities. Such payments shall constitute the Investor’s exclusive monetary remedy for such events, but shall not affect the right of the Investor to seek injunctive relief. Such payments shall be made to Investor in cash no later than three (3) business days after the end of each 30-day period.

Resale Shelf Registration Statement. Subject to As required by Section 6.9 of the other applicable provisions of this Purchase Agreement, the Company shall use its commercially reasonable efforts to, (i) between not later than 10 days from the date that is 180 days after the Closing Date hereof, Issuer shall prepare and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance file with the terms of Securities and Exchange Commission (the Transaction Documents not already registered for resale, and (ii“SEC”) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on a resale registration statement on Form F-3 or Form S-3 covering under the sale or distribution from time Securities Act for an offering to time by the relevant Holders, be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the relevant Holder in accordance with any reasonable method of distribution agreed by the Company and such Holder) (the “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement shall (a) cover the resale of all of the Registrable Securities (b) include a calculation of registration fee table, (c) identify Holder as a selling security holder, (d) set forth the amount of Registrable Securities issued to Holder and (e) set forth the plan of distribution set forth in Annex A hereto. Issuer shall pay the registration fee to cover the Registrable Securities in accordance with Rule 457 under the Securities Act. Issuer shall use its commercially reasonable best efforts to cause such the Resale Shelf Registration Statement to be declared become effective by the SEC as promptly soon as is reasonably practicable and remain effective for a period of two (2) years from the date hereof (subject to any “black-out” periods pursuant to Section 5, and provided that Issuer shall have no obligation to keep the Resale Self Registration Statement effective after the filing thereof and no later than ninety (90) days after the date of filing earlier of such time as Holder has disposed of the Registrable Securities, unless such disposition qualifies as an Affiliate Transfer, or Holder is able to sell the Registrable Securities under Rule 144 of the Securities Act under circumstances in which all of the applicable conditions of such rule (then in effect) are met). The Resale Shelf Registration Statement (it being agreed that may register securities other than the Registrable Securities. The Resale Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Resale Shelf Registration Statement, together with any prospectus or any other prospectus supplement when such prospectus or prospectus supplement is filed, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements based upon and in conformity with written information furnished to Issuer through an automatic shelf registration statement instrument duly executed by or on behalf of Holder specifically stating it that shall become effective upon filing with it is for use therein, including the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company)information set forth in Annex A hereto.

Resale Shelf Registration Statement. Subject to (a) As soon following the other Plan Effective Date as is permissible under the applicable provisions rules and regulations of this Agreementthe SEC and in any event within fifteen (15) Business Days after the Plan Effective Date (or if “fresh start” accounting is required, within ninety (90) calendar days after the Plan Effective Date), the Company shall use its commercially reasonable efforts to, (i) between the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resalefile or confidentially submit, and (ii) between to cause to be declared effective on the earliest date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Datereasonably practicable, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the relevant Holder in accordance with any reasonable method of distribution agreed by the Company and such Holder) Shelf Registration Statement (the “Resale Shelf Registration Statement”) (whether on Form S-3 (a “Form S-3 Resale Shelf Registration Statement”) or on Form S-1 (a “Form S-1 Resale Shelf Registration Statement”)) with the Commission. The Company shall give written notice (a “Company Shelf Registration Notice”) of the anticipated filing of any Resale Shelf Registration Statement within at least seven (7) Business Days prior to such filing or submission to all Holders of Registrable Securities and shall use its commercially reasonable efforts to cause include in such Resale Shelf Registration Statement to be declared effective all Registrable Securities held by the SEC as promptly as is reasonably practicable after the filing thereof and no later than ninety (90) days after Holders on the date of filing of such Resale the Company Shelf Registration Statement Notice with respect to which the Company has received written requests for inclusion therein within four (it being agreed that 4) Business Days of the date of the Company Shelf Registration Notice. The Company shall maintain the Resale Shelf Registration Statement in accordance with the terms hereof. If the Resale Shelf Registration Statement is expected to expire under the rules of the Commission, the Company shall be an automatic shelf registration statement that shall use commercially reasonable efforts to file a replacement Resale Shelf Registration Statement and to cause it to become effective upon filing before such expiration and shall follow the procedures and timelines outlined in this Section 2(a) with respect to inclusion of the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company)Registrable Securities therein.

Resale Shelf Registration Statement. Subject to any applicable restrictions on transfer under applicable law, at any time when the other Company is eligible to use Form S-3, any of the Ares Lenders and the Fortress Lender, acting as Holders, may request, by providing written notice to the Company (a “Resale Shelf Registration Request”), that the Company file a Registration Statement on Form S-3 (or at the Company’s option if then permitted, an amendment, or supplement to an existing registration statement on Form S-3) for a public offering of all or such portion of the Registrable Securities designated by such Holder pursuant to Rule 415 promulgated under the Securities Act or otherwise (any such registration statement, the “Resale Shelf Registration Statement”). Both the Ares Lenders and the Fortress Lender, acting as Holders, shall each be entitled to deliver one (1) Resale Shelf Registration Request for the filing of a Registration Statement on Form S-3 pursuant to this Section 1.1, as applicable provisions (which, for the avoidance of this Agreementdoubt, shall be separate requests from those related to the Shelf Offerings (Section 1.6), Piggyback Registration (Section 1.7) and Demand Registrations (Section 2.1). As promptly as is reasonably practicable after receipt of a Resale Shelf Registration Request, the Company shall use its commercially reasonable efforts to, to register all Registrable Securities that have been requested to be registered in the Resale Shelf Registration Request; provided that the Company shall not be required to file a Resale Shelf Registration Statement pursuant to this Section 1.1 (i) between within sixty (60) days following the effective date that is 180 days after of any prior Resale Shelf Registration Statement or Demand Registration Statement by any Holder or (ii) if the Closing Date and number of Registrable Securities proposed to be included therein does not either (a) equal or exceed the first anniversary Minimum Amount (as defined below) (calculated on the basis of the Closing Date, register average closing price of a share of the Common Stock on the New York Stock Exchange over the five trading days preceding such Resale Shelf Registration Request) or (b) represent all of the remaining Registrable Securities. Promptly (but in no event later than five (5) Business Days) after receipt by the Company of a Resale Shelf Registration Request, the Company shall give written notice of such Resale Shelf Registration Request to all other Holders and shall include in such Resale Shelf Registration all Registrable Securities held by Purchaser B and any Holder with respect to whom Purchaser B transfers Registrable Securities in accordance with which the terms Company received written requests for inclusion therein within ten (10) Business Days after the delivery of such written notice of a Resale Shelf Registration Request to such Holders. Subject to Section 3.2, the Company shall use commercially reasonable efforts (i) to file a Resale Shelf Registration Statement within ten (10) Business Days following the expiration of the Transaction Documents not already registered for resaleten (10) Business Day period specified in the immediately preceding sentence, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Dateif necessary, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the relevant Holder in accordance with any reasonable method of distribution agreed by the Company and such Holder) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared become effective by the SEC as promptly soon as is reasonably practicable after thereafter. If permitted under the filing thereof and no later than ninety (90) days after the date of filing of Securities Act, such Resale Shelf Registration Statement (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement one that shall become is automatically effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company)filing.

Resale Shelf Registration Statement. Subject This Section 3.1(a) shall apply with respect to any shares of Common Stock issued or issuable upon exchange of Redeemable LLC Units during the other applicable provisions period, if any, beginning on the earlier of (a) the Company’s failure to file the Issuance Registration Statement within the four (4) week period specified in Section 2.1 and (b) if the Issuance Registration Statement has been filed but has not been declared effective by the Commission within sixty (60) days after the filing, the sixtieth (60th) day after such filing and ending, in each case, on the date upon which no Redeemable LLC Units or Registrable Securities remain outstanding(the “Supplemental Rights Period”); provided, however, that if the Company is unable to keep the Issuance Registration Statement effective until the Full Conversion Date (except as permitted pursuant to Section 3.3 hereof), the Holders shall be entitled to exercise the rights provided under this AgreementSection 3.1(a); and provided further, if the S-3 Expiration Date has occurred, the Supplemental Rights Period under this Section 3.1(a) will be suspended until the S-3 Expiration Date is no longer effective. During the Supplemental Rights Period, upon receipt of a written demand from one or more Holders (including any Unitholder), the Company shall will use its commercially reasonable best efforts to, (i) between the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance file with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on Commission a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the relevant Holder in accordance with any reasonable method of distribution agreed by the Company and such Holder) (the “Resale Shelf Registration Statement”) under Rule 415 under the Securities Act that complies as to form in all material respects with applicable Commission rules to register the resale by such Holder(s) of shares of Common Stock issued or issuable upon exchange of their Redeemable LLC Units, such filing to be made within the thirty (30) day period following the date of such demand. The Company shall give written notice of the proposed filing of the Resale Shelf Registration Statement to all Holders of Registrable Securities and Redeemable LLC Units as soon as practicable (but in no event less than twenty (20) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in the Resale Shelf Registration Statement and to register the resale of shares of Common Stock issued or issuable upon exchange of their Redeemable LLC Units. The Company shall use its commercially reasonable efforts to cause such the Resale Shelf Registration Statement filed with the Commission to be declared effective by the SEC Commission as promptly soon as is reasonably practicable after following the filing thereof and no later than ninety (90) days after thereof. The Company agrees to use its commercially reasonable efforts to keep the date of filing of such Resale Shelf Registration Statement (it being agreed that continuously effective through the end of the Supplemental Rights Period. Notwithstanding anything to the contrary herein, to the extent the rules and regulations of the Commission permit the Company to use an Existing Shelf Registration Statement to register the resale by Holders of the shares of Common Stock to be issued upon the redemption of the Redeemable LLC Units, the Company shall be permitted to file a prospectus supplement or prepare such supplemental materials as are then required by the rules and regulations of the Commission in lieu of filing the Resale Shelf Registration Statement, in which case each reference in this Agreement to the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant deemed to Rule 462(e) if Rule 462(e) is available be a reference to the Company)such Existing Shelf Registration Statement.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable best efforts toto prepare and file, (i) between which shall be no later than 15 business days prior to the date that is 180 days after the Closing Date and the first anniversary of the Closing Dateeffectiveness date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant HoldersInvestors, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (which may be in the form of a prospectus supplement to an existing Form S-3) (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form form, including a resale registration statement on Form S-1, and shall provide for the registration of such Registrable Securities for resale by the relevant Holder Investors in accordance with any reasonable method of distribution agreed elected by the Company and such HolderInvestors) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof and which effectiveness date shall be no later than ninety (90) days after the date of filing of such Resale Shelf Registration Statement first Business Day following the First Conversion Date (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company). The Shelf Registration Statement may, at the Company’s sole discretion, also cover any other securities of the Company so long as inclusion of such other securities of the Company does not limit the number of Registrable Securities registered for offer and sale pursuant to such Shelf Registration Statement. If the Company files any other registration statement under the Securities Act with an expected effectiveness date prior to the First Conversion Date, the effectiveness date referred to in this section shall instead be the expected effectiveness date of such other registration statement. If the Company is reasonably able to conclude that filing and effectiveness of a registration statement prior to the First Conversion Date would not contravene applicable Law (including because the Company is effecting share repurchases or it has opened the trading window for directors and officers), and after giving consideration to the availability of required financial statements and whether the Company is in possession of material non-public information, then it shall use reasonable best efforts to file and have such registration statement become effective before the First Conversion Date.

Resale Shelf Registration Statement. Subject to As soon following ninety (90) days from the other date of the Qualified IPO, as is permissible under the applicable provisions rules and regulations of this Agreementthe Commission, the Company shall use its commercially reasonable efforts to, (i) between the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resalefile or confidentially submit, and (ii) between to cause to be declared effective on the earliest date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Datereasonably practicable, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the relevant Holder in accordance with any reasonable method of distribution agreed by the Company and such Holder) Resale Shelf Registration Statement (the “Resale Shelf Registration Statement”) (whether on Form F-3 (a “Form F-3 Resale Shelf”) or on Form F-1 (a “Form F-1 Resale Shelf”)) with the SEC covering the resale of all of the Registrable Securities. The Company shall give written notice (a “Company Shelf Registration Notice”) of the anticipated filing of any Resale Shelf Registration Statement within ten (10) Business Days prior to such filing or submission to GPL and shall give GPL the option include in such Resale Shelf Registration Statement all Registrable Securities held by GPL on the date of the Company Shelf Registration Notice with respect to which the Company has received written requests for inclusion therein within five (5) Business Days of the date of the Company Shelf Registration Notice. The Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared remain effective by until the SEC as promptly as is reasonably practicable after the filing thereof and no later than ninety earlier of (90i) days after the date of filing of on which all Registrable Securities hereunder are no longer Registrable Securities, and (ii) the time that Registrable Securities issued to GPL may be sold by such Resale Shelf Registration Statement Persons in a single transaction without limitation under Rule 144 (it being agreed that the “Required Period”). The Company shall maintain the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall in accordance with the terms hereof. If the Resale Shelf Registration Statement is expected to expire under the rules of the Commission, the Company will use commercially reasonable efforts to file a replacement Resale Shelf Registration Statement and cause it to become effective upon filing before such expiration and will follow the procedures and timelines outlined in this Section 1(a) with respect to inclusion of the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company)Registrable Securities therein.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall file within 60 days of the date hereof and use its commercially reasonable efforts to, (i) between the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder cause to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an go effective registration statement on as promptly as practicable thereafter a registration statement on Form F-3 covering (or Form S-3 covering amend an existing registration statement to cover) the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (or any similar provision adopted by the Commission then in effect) of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by the relevant Holder such Holders in accordance with any reasonable method of distribution agreed elected by the Company Holders and provided for in such Holderregistration statement) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”) ), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement, or a prospectus supplement to an effective Automatic Shelf Registration Statement that shall become effective upon filing with the Commission pursuant to Rule 462(e). If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC Commission as promptly as is reasonably practicable after the filing thereof and no later than ninety (90) days after thereof. Notwithstanding the date foregoing, if the Commission prevents the Company from including any or all of filing of such the Registrable Securities on the Resale Shelf Registration Statement (it being agreed that due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be an automatic shelf registration statement reduced pro rata among all Holders; provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall become effective upon filing continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to applicable rules, regulations and guidance of the Company)Commission.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts to, hereby agrees to file with the SEC as soon as reasonably practicable following the date of this ‎‎Agreement (i) between but in no event later than the date that is 180 thirty (30) days after the Closing Date and the first anniversary of the Closing Datedate hereof)‎, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (except if the Company is not then eligible to register for resale Act, of all of the Registrable Securities on Form F-3 S-1 or Form S-3, such other form under the Securities Act then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the relevant Holder in accordance with any reasonable method of distribution agreed by available to the Company and such Holder) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly soon as is reasonably practicable after the initial filing thereof but in any event within ‎‎one hundred and no later than ninety twenty (90120) days after the date hereof (the “Effectiveness Date”). At least ten (10) Business ‎Days prior to the first anticipated filing date of filing of a registration statement pursuant to this ‎Agreement, the Company shall notify each Holder in writing (which may be by email) ‎of any information reasonably necessary about the Holder to include such Resale Shelf Registration Statement (it being agreed that Holder’s ‎Registrable Securities in such registration statement. If the Resale Shelf Registration Statement covering the Registrable Securities is not declared effective by the SEC on or prior to the fifth Business Day following the Effectiveness Date, the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor for such Registrable Securities then held by such Investor for each 30-day period or pro rata for any portion thereof following the Effectiveness Date for which the Resale Shelf Registration Statement has not been declared effective; provided that in no event shall the amount of liquidated damages exceed 5% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be an automatic shelf registration statement made to each Investor in cash no later than five (5) Business Days after the end of each 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall become effective upon filing not be paid by the Payment Date until such amount is paid in full. Notwithstanding the foregoing, the Company will not be liable for any liquidated damages under this Section 2(a)(i) with the SEC pursuant respect to Rule 462(e) if Rule 462(e) is available any Warrant Shares prior to the Company)their issuance.

Resale Shelf Registration Statement. Subject to As soon following the other Effective Date as is permissible under the applicable provisions rules and regulations of this Agreementthe SEC and in any event within thirty (30) calendar days of the Effective Date (or if “fresh start” accounting is required, within ninety (90) calendar days of the Effective Date), the Company shall use its commercially reasonable efforts to, (i) between the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resalefile or confidentially submit, and (ii) between to cause to be declared effective on the earliest date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Datereasonably practicable, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the relevant Holder in accordance with any reasonable method of distribution agreed by the Company and such Holder) Resale Shelf Registration Statement (the “Resale Shelf Registration Statement”) (whether on Form S-3 (a “Form S-3 Resale Shelf”) or on Form S-1 (a “Form S-1 Resale Shelf”)) with the SEC covering the resale of all of the Registrable Securities. The Company shall give written notice (a “Company Shelf Registration Notice”) of the anticipated filing of any Resale Shelf Registration Statement within ten (10) Business Days prior to such filing or submission to all Holders of Registrable Securities and shall include in such Resale Shelf Registration Statement all Registrable Securities held by Holders on the date of the Company Shelf Registration Notice with respect to which the Company has received written requests for inclusion therein within five (5) Business Days of the date of the Company Shelf Registration Notice. The Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared remain effective by until the SEC as promptly as is reasonably practicable after the filing thereof and no later than ninety earlier of (90i) days after the date of filing of on which all Registrable Securities hereunder are no longer Registrable Securities; and (ii) the time that Registrable Securities issued to the Holders may be sold by such Resale Shelf Registration Statement Persons in a single transaction without limitation under Rule 144 (it being agreed that the “Required Period”). The Company shall maintain the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall in accordance with the terms hereof. If the Resale Shelf Registration Statement is expected to expire under the rules of the Commission, the Company will use commercially reasonable efforts to file a replacement Resale Shelf Registration Statement and cause it to become effective upon filing before such expiration and will follow the procedures and timelines outlined in this Section 1(a) with respect to inclusion of the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company)Registrable Securities therein.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall file within one hundred eighty (180) days of the date hereof and use its commercially reasonable efforts to, (i) between the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder cause to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an go effective registration statement on as promptly as practicable a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by the relevant Holder such Holders in accordance with any reasonable method of distribution agreed elected by the Company and such HolderHolders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”) ), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC Commission as promptly as is reasonably practicable after the filing thereof and no later than ninety (90) days after thereof. Notwithstanding the date foregoing, if the Commission prevents the Company from including any or all of filing of such the Registrable Securities on the Resale Shelf Registration Statement (it being agreed that due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be an automatic shelf registration statement reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall become effective upon filing continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the SEC pursuant to Rule 462(e) if Rule 462(e) is available applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company)’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration (as defined in Section 1.3) with respect to any or all of the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts to, hereby agrees to file with the SEC as soon as reasonably practicable following the date of this Agreement (i) between but in no event later than the date that is 180 thirty (30) days after the Closing Date and the first anniversary of the Closing Datedate hereof), register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (except if the Company is not then eligible to register for resale Act, of all of the Registrable Securities on Form F-3 S-1 or Form S-3, such other form under the Securities Act then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the relevant Holder in accordance with any reasonable method of distribution agreed by available to the Company and such Holder) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly soon as is reasonably practicable after the initial filing thereof but in any event within one hundred and no later than ninety twenty (90120) days after the date hereof (the “Effectiveness Date”). At least ten (10) Business Days prior to the first anticipated filing date of filing a registration statement pursuant to this Agreement, the Company shall notify each Holder in writing (which may be by email) of any information reasonably necessary about the Holder to include such Resale Shelf Registration Statement (it being agreed that Holder’s Registrable Securities in such registration statement. If the Resale Shelf Registration Statement covering the Registrable Securities is not declared effective by the SEC on or prior to the fifth Business Day following the Effectiveness Date, the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor for such Registrable Securities then held by such Investor for each 30-day period or pro rata for any portion thereof following the Effectiveness Date for which the Resale Shelf Registration Statement has not been declared effective; provided that in no event shall the amount of liquidated damages exceed 5% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be an automatic shelf registration statement made to each Investor in cash no later than five (5) Business Days after the end of each 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall become effective upon filing not be paid by the Payment Date until such amount is paid in full. Notwithstanding the foregoing, the Company will not be liable for any liquidated damages under this Section 2(a)(i) with the SEC pursuant respect to Rule 462(e) if Rule 462(e) is available any Warrant Shares prior to the Company)their issuance.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this AgreementSection 2(b) below, the Company Trust shall use its commercially reasonable efforts to, (i) between the date that is 180 days after the Closing Date prepare and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance file with the terms of the Transaction Documents not already registered SEC a Registration Statement (a “Resale Shelf Registration Statement”) for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder an offering to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (except if relating to the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale sale by the relevant Holder in accordance with any reasonable method Holders from time to time of distribution agreed by the Company and their Registrable Shares, such Holder) filing to be made on a date (the “Resale Shelf Filing Date”) which is no later than thirty (30) days after the issuance of the Registrable Shares covered by such Registration Statement”) and . The Trust shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as soon as practicable after the Filing Date. The Trust agrees to use its reasonable efforts to keep the Resale Shelf Registration Statement, after its date of effectiveness, continuously effective until the date (the “Resale Shelf Registration Expiration Date”) that all registrable Shares have ceased to be Registrable Shares. At the time the initial Resale Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) business days prior to such time of effectiveness shall be named as a selling securityholder in the initial Resale Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No holder shall be entitled to be named as a selling securityholder in the initial Resale Shelf Registration Statement or to use the Prospectus forming a part thereof for offers or resales of Registrable Securities unless such holder is a Notice Holder on or prior to the date ten (10) business days prior to such time of effectiveness. Each Holder agrees that if such Holder wishes to sell Registrable Shares pursuant to a Resale Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(a). Following the date that the initial Resale Shelf Registration Statement is declared effective, each Holder that is not a Notice Holder wishing to sell Registrable Shares pursuant to a Resale Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Trust at least fifteen (15) business days prior to any intended distribution of Registrable Shares under the Resale Shelf Registration Statement. From and after the date the initial Resale Shelf Registration Statement is declared effective, the Trust shall, as promptly as is reasonably practicable after the filing thereof date a Notice and no later than ninety Questionnaire is delivered, and in any event upon fifteen (9015) business days after the date of filing of such Resale Shelf Registration Statement (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company).date:

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company The Trust shall use its commercially reasonable efforts to, (i) between the date that is 180 days after the Closing Date prepare and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance file with the terms of the Transaction Documents not already registered SEC a Registration Statement (a “Resale Shelf Registration Statement”) for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder an offering to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (except if relating to the Company is not then eligible sale by Holders from time to register for resale the time of Registrable Securities Shares, such filing to be made on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the relevant Holder in accordance with any reasonable method of distribution agreed by the Company and such Holder) a date (the “Resale Shelf Filing Date”) which is no later than thirty (30) days after the issuance of the Registrable Shares covered by such Registration Statement”) and . The Trust shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly soon as is reasonably practicable after the filing thereof and no later than ninety (90) days Filing Date. The Trust agrees to use its reasonable efforts to keep the Resale Shelf Registration Statement, after its date of effectiveness, continuously effective until the date (the “Resale Shelf Registration Expiration Date”) that all Registrable Shares have ceased to be Registrable Shares. At the time the initial Resale Shelf Registration Statement is declared effective, each Holder that shall have become a Notice Holder on or prior to the date ten (10) business days prior to such time of filing effectiveness shall be named as a selling securityholder in the initial Resale Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No holder shall be entitled to be named as a selling securityholder in the initial Resale Shelf Registration Statement or to use the Prospectus forming a part thereof for offers or resales of Registrable Securities unless such holder is a Notice Holder on or prior to the date ten (10) business days prior to the time of effectiveness of such Resale Shelf Registration Statement (it being agreed Statement. Each Holder agrees that the if such Holder wishes to sell Registrable Shares pursuant to a Resale Shelf Registration Statement shall be an automatic shelf registration statement and related Prospectus, it will do so only in accordance with this Section 2(a). Following the date that shall become effective upon filing with the SEC initial Resale Shelf Registration Statement is declared effective, each Holder that is not a Notice Holder wishing to sell Registrable Shares pursuant to Rule 462(e) if Rule 462(e) is available a Resale Shelf Registration Statement and related Prospectus shall agree to deliver a Notice and Questionnaire to the Company).Trust in order that it be named as a selling stockholder in such Prospectus. Upon receipt of any such Notice and Questionnaire after the date the initial Resale Shelf Registration Statement is declared effective, the Trust shall, as promptly as reasonably practicable after the date such Notice and Questionnaire is delivered, and in any event within fifteen (15) business days after such date:

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts to, promptly following such date as the Form S-4 (ias defined in the Target Merger Agreement) between has been declared effective by the date that is 180 days after SEC or, if earlier the Closing Date and the first anniversary termination of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities Target Merger Agreement in accordance with its terms (and in any event, provided that the terms of Holders have sufficiently in advance provided such information as the Transaction Documents not already registered for resaleCompany may reasonably request), prepare and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on file a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the securities that are Registrable Securities at such time on Form F-3 or Form S-3, then such the Company shall use its commercially reasonable efforts to prepare and file a registration shall be statement on another appropriate form and which shall provide for the registration of such Registrable Securities for resale by the relevant Holder Relevant Holders in accordance with any reasonable method of distribution agreed elected by the Company and such HolderRelevant Holders) (any such registration statement, the “Resale Shelf Registration Statement”) and and, if applicable, shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof and no later than ninety (90) days after the date of filing of such Resale Shelf Registration Statement (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall may become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is then available to the Company for such registration). Following the earlier to occur of the termination of the Target Merger Agreement and the Subsequent Closing (as defined in the Investment Agreement) (the period prior to such earlier occurrence, the “Restricted Period”), the Company and the Investor will cooperate in good faith to promptly amend the Resale Registration Statement to provide for the registration of the Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Holders. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Relevant Holders or Holders, as applicable, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the SEC, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities of the Relevant Holders or the Holders, as applicable, as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders on the basis of the percentage of the Registrable Securities owned by such Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities of the Relevant Holders or the Holders, as applicable, as promptly as practicable in accordance with the applicable rules, regulations and guidance of the SEC. Notwithstanding anything herein to the contrary, if the SEC, by written comment, limits the Company)’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” as set forth above or elsewhere in this Agreement.