Common use of Resale Shelf Registration Statement Clause in Contracts

Resale Shelf Registration Statement. Subject to the provisions of Section 2(b) below, the Trust shall prepare and file with the SEC a Registration Statement (a “Resale Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act relating to the sale by the Holders from time to time of their Registrable Shares, such filing to be made on a date (the “Filing Date”) which is no later than thirty (30) days after the issuance of the Registrable Shares covered by such Registration Statement. The Trust shall use its 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 reasonably practicable after the date a Notice and Questionnaire is delivered, and in any event upon fifteen (15) business days after such date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Resale Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling stockholder in the Resale Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Shares in accordance with the Securities Act and, if the Trust shall file a post-effective amendment to the Resale Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable, but in any event by the date that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; and (ii) provide such Holder copies of any documents filed pursuant to this Section 2(a) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(a); Notwithstanding anything contained herein to the contrary, (i) the Trust shall be under no obligation to name any Holder that is not a Notice Holder as a selling stockholder in any Registration Statement or related Prospectus.

Resale Shelf Registration Statement. Subject to the other applicable provisions of Section 2(b) belowthis Agreement, the Trust shall prepare and Company hereby agrees to file with the SEC as soon as reasonably practicable following the date of this Agreement (but in no event later than the date that is thirty (30) days after the date hereof), a Registration Statement (a “Resale Shelf Registration Statement”) for an offering registration statement covering the sale or distribution from time to be made time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, of all of the Registrable Securities on Form S-1 or such other form under the Securities Act relating then available to the sale by the Holders from time to time of their Registrable Shares, such filing to be made on a date Company (the “Filing DateResale Shelf Registration Statement”) which is no later than thirty (30) days after the issuance of the Registrable Shares covered by such Registration Statement. The Trust and 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 initial filing thereof but in any event within one hundred and twenty (120) days after the date hereof (the “Effectiveness Date”). The Trust agrees At least ten (10) Business Days prior to use its reasonable efforts the first anticipated filing date of a registration statement pursuant to keep 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 Holder’s Registrable Securities in such registration statement. If the Resale Shelf Registration Statement, after its date of effectiveness, continuously Statement covering the Registrable Securities is not declared effective until by 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 SEC on or prior to the date ten (10) business days prior fifth Business Day following the Effectiveness Date, the Company will make pro rata payments to such time of effectiveness shall be named each Holder, as liquidated damages and not as a selling securityholder penalty, in an amount equal to 1% of the initial Resale Shelf Registration Statement and aggregate amount paid pursuant to the related Prospectus in Purchase Agreement by such a manner as to permit Investor for 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 then held by such Investor for each 30-day period or pro rata for any portion thereof following the initial Resale Shelf Registration Statement or to use the Prospectus forming a part thereof Effectiveness Date 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 reasonably practicable after the date a Notice and Questionnaire is delivered, and in any event upon fifteen (15) business days after such date: (i) if required by applicable law, file with the SEC a post-effective amendment to which the Resale Shelf Registration Statement or prepare and, if required by applicable law, file a supplement 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 related Prospectus or a supplement or amendment 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 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 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 respect to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling stockholder in the Resale Shelf Registration Statement and the related Prospectus in such a manner as Warrant Shares prior to permit such Holder to deliver such Prospectus to purchasers of the Registrable Shares in accordance with the Securities Act and, if the Trust shall file a post-effective amendment to the Resale Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable, but in any event by the date that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; and (ii) provide such Holder copies of any documents filed pursuant to this Section 2(a) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(a); Notwithstanding anything contained herein to the contrary, (i) the Trust shall be under no obligation to name any Holder that is not a Notice Holder as a selling stockholder in any Registration Statement or related Prospectustheir issuance.

Resale Shelf Registration Statement. Subject to (a) As soon following the provisions Plan Effective Date as is permissible under the applicable rules and regulations of Section 2(bthe SEC and in any event within fifteen (15) belowBusiness Days after the Plan Effective Date (or if “fresh start” accounting is required, within ninety (90) calendar days after the Plan Effective Date), the Trust Company shall prepare use commercially reasonable efforts to file or confidentially submit, and file with to cause to be declared effective on the SEC earliest date reasonably practicable, a resale Shelf Registration Statement (a the “Resale Shelf Registration Statement”) for an offering (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 be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act relating to the sale by the Holders from time to time of their Registrable Shares, such filing or submission to be made on a date (the “Filing Date”) which is no later than thirty (30) days after the issuance all Holders of the Registrable Shares covered by such Registration Statement. The Trust Securities and shall use its reasonable efforts to cause include in such Resale Shelf Registration Statement all Registrable Securities held by the Holders on the date of the Company Shelf Registration Notice with respect to which the Company has received written requests for inclusion therein within four (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 use commercially reasonable efforts to file a replacement Resale Shelf Registration Statement and to cause it to become effective before such expiration and shall follow the procedures and timelines outlined in this Section 2(a) with respect to inclusion of the Registrable Securities therein. (b) Upon the request of any Holder whose Registrable Securities are not included in the Resale Shelf Registration Statement at the time of such request, the Company shall use commercially reasonable efforts to amend as promptly as reasonably practicable the Resale Shelf Registration Statement to include the Registrable Securities of such Holder if the rules and regulations of the Commission would permit the addition of such Registrable Securities to the Resale Shelf Registration Statement; provided that the Company shall not be required to amend the Resale Shelf Registration Statement more than once during any 180-day period. (c) Within three (3) Business Days after receiving a request pursuant to Section 2(b), the Company shall give written notice of such request to all other Holders of Registrable Securities and shall include in such amendment all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) Business Days after the Company’s giving of such notice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offer and sale of the Registrable Securities requested to be declared effective by registered in the SEC manner so requested. (d) The Company shall use commercially reasonable efforts to convert any Form S-1 Resale Shelf Registration Statement to a Form S-3 Resale Shelf Registration Statement as soon as reasonably practicable after the Filing DateCompany is eligible to use Form S-3. (e) [Reserved.] (f) If the Resale Shelf Registration Statement is on Form S-1, then for so long as any Registrable Securities covered by the Resale Shelf Registration Statement remain unsold, the Company shall file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law (other than any Form 8-K required to be furnished under Item 2.02 or 7.01 thereof), any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (i) the Resale Shelf Registration Statement shall not include any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (or in the case of any Prospectus, in light of the circumstances such statements were made), and (ii) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 6. (g) Upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering (each, an “Underwritten Takedown”), in the manner and subject to the conditions described in Section 5, provided that (x) (i) the number of securities included in such “takedown” shall equal at least ten percent (10%) of all Registrable Securities held by all Holders at such time or (ii) the Registrable Securities requested to be sold by the Holders in such “takedown” shall have an anticipated aggregate gross offering price (before deducting underwriting discounts and commission) of at least $25 million; or (y) the number of securities included in such “takedown” represent all of the Registrable Securities held by the Holders participating in such takedown at the time of such takedown. (h) Other than any Holder that indicates to the Company in writing that it does not wish to be named as a “selling stockholder” in such Resale Shelf Registration Statement, each Holder agrees to furnish to the Company a completed questionnaire in the form attached hereto as Exhibit B (a “Selling Stockholder Questionnaire”) in accordance with the final paragraph of Section 8, including, for the avoidance of doubt, the number of Registrable Securities that it wishes to include for registration on such Resale Shelf Registration Statement (any holder that returns such Selling Stockholder Questionnaire in accordance with Section 8, a “Participating Holder”). At least three (3) Business Days before the initial filing of the Resale Shelf Registration Statement, the Company shall furnish to each Participating Holder a copy of a draft of the Selling Stockholder and Plan of Distribution sections (with respect to the Selling Stockholder section, only the portion of that section relating to information concerning such Holder and, with respect to the Plan of Distribution section, only to the extent there have been any material changes to the form thereof attached hereteo as Exhibit A) for review and approval, which approval shall not be unreasonably withheld or delayed, and any objections to such draft disclosures must be lodged within two (2) Business Days of such Participating Holder’s receipt thereof. The Trust agrees Company shall use commercially reasonable efforts to include any changes to the Selling Stockholder section (including any footnotes) proposed by a Holder with respect to information concerning such Holder. (i) All Registrable Securities owned or acquired by any Holder or any of its Affiliates or Related Funds shall be aggregated together for the purpose of determining the availability of any right under this Agreement. (j) The Company shall use its commercially reasonable efforts to keep the Resale Shelf Registration StatementStatement contemplated by this Section 2 continuously effective, after its date and not subject to any stop order, injunction or other similar order or requirement of effectiveness, continuously effective the Commission until the date (the “Resale Shelf Registration Expiration Date”) that on which 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 registered thereunder are no longer 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 reasonably practicable after the date a Notice and Questionnaire is delivered, and in any event upon fifteen (15) business days after such date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Resale Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling stockholder in the Resale Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Shares in accordance with the Securities Act and, if the Trust shall file a post-effective amendment to the Resale Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable, but in any event by the date that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; and (ii) provide such Holder copies of any documents filed pursuant to this Section 2(a) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(a); Notwithstanding anything contained herein to the contrary, (i) the Trust shall be under no obligation to name any Holder that is not a Notice Holder as a selling stockholder in any Registration Statement or related ProspectusSecurities.

Resale Shelf Registration Statement. Subject to the provisions of Section 2(b) below, the The Trust shall prepare and file with the SEC a Registration Statement (a “Resale Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act relating to the sale by the Holders from time to time of their Registrable Shares, such filing to be made on a date (the “Filing Date”) which is no later than thirty (30) days after the issuance of the Registrable Shares covered by such Registration Statement. The Trust shall use its 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 Registrable Shares have ceased to be Registrable Shares. At the time the initial Resale Shelf Registration Statement is declared effective, each Holder that became shall have become 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 the time of effectivenesseffectiveness of such Resale Shelf Registration Statement. 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 shall agree to deliver a Notice and Questionnaire to the Trust at least fifteen (15) business days prior to in order that it be named as a selling stockholder in such Prospectus. Upon receipt of any intended distribution of Registrable Shares under the Resale Shelf Registration Statement. From 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 a such Notice and Questionnaire is delivered, and in any event upon within fifteen (15) business days after such date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Resale Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or an amendment to any document incorporated therein by reference thereto or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling stockholder in the Resale Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Shares in accordance with the Securities Act and, if the Trust shall file a post-effective amendment to the Resale Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable, but in any event by the date that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; and (ii) provide such Holder copies of any documents filed pursuant to this Section 2(a). If the Trust shall file a post-effective amendment in accordance with the provisions of clause (i) above, the Trust shall notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any such post-effective amendment filed pursuant to Section 2(a); amendment. Notwithstanding anything contained herein to the contrary, (i) the Trust shall be under no obligation to name any Holder that is not a Notice Holder as a selling stockholder in any Registration Statement or related Prospectus, and (ii) the Trust shall not be required to file a prospectus supplement or post-effective amendment to name additional Notice Holders as selling stockholders more often than on three occasions during any calendar quarter.

Resale Shelf Registration Statement. Subject to As required by Section 6.9 of the provisions of Section 2(b) belowPurchase Agreement, not later than 10 days from the Trust date hereof, Issuer shall prepare and file with the SEC a Registration Statement Securities and Exchange Commission (a the “Resale Shelf Registration StatementSEC”) a resale registration statement on Form S-3 under the Securities Act for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act relating to the sale by the Holders from time to time of their Registrable Shares, such filing to be made on a date (the “Filing Date”) which is no later than thirty (30) days after the issuance of the Registrable Shares covered by such Registration Statement. The Trust shall use its 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 DateStatement”) that all registrable Shares have ceased to be Registrable Shares). At the time the initial The Resale Shelf Registration Statement is declared effectiveshall (a) cover the resale of all of the Registrable Securities (b) include a calculation of registration fee table, each (c) identify 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 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 initial Resale Shelf Registration Statement and registration fee to cover 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 Rule 457 under the Resale Shelf Registration StatementSecurities Act. From and after the date the initial Resale Shelf Registration Statement is declared effective, the Trust shall, as promptly as reasonably practicable after the date a Notice and Questionnaire is delivered, and in any event upon fifteen (15) business days after such date: (i) if required by applicable law, file with the SEC a post-effective amendment Issuer shall use its commercially reasonable best efforts to cause the Resale Shelf Registration Statement or prepare and, if required by applicable law, file to become effective as soon as reasonably practicable and remain effective for a supplement to period of two (2) years from the related Prospectus or a supplement or amendment date hereof (subject to any document incorporated therein by reference “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 earlier of such time as Holder has disposed of the Registrable Securities, unless such disposition qualifies as an Affiliate Transfer, or file any other required document so that Holder is able to sell the Holder delivering Registrable Securities under Rule 144 of the Securities Act under circumstances in which all of the applicable conditions of such Notice and Questionnaire is named as a selling stockholder rule (then in the effect) are met). The Resale Shelf Registration Statement and may register securities other than the related Prospectus in such a manner Registrable Securities. The Resale Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) shall comply as to permit such Holder to deliver such Prospectus to purchasers form in all material respects with all applicable requirements of the Registrable Shares in accordance with the Securities Act andand 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, if in the Trust shall file a post-effective amendment to 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 instrument duly executed by or on behalf of Holder specifically stating it that it is for use its reasonable efforts to cause such post-effective amendment to be declared effective under therein, including the Securities Act as promptly as is reasonably practicable, but information set forth in any event by the date that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; and (ii) provide such Holder copies of any documents filed pursuant to this Section 2(a) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(a); Notwithstanding anything contained herein to the contrary, (i) the Trust shall be under no obligation to name any Holder that is not a Notice Holder as a selling stockholder in any Registration Statement or related ProspectusAnnex A hereto.

Resale Shelf Registration Statement. Subject to the other applicable provisions of Section 2(b) belowthis Agreement, the Trust shall prepare and Company hereby agrees to file with the SEC as soon as reasonably practicable following the date of this Agreement (but in no event later than the date that is thirty (30) days after the date hereof), a Registration Statement (a “Resale Shelf Registration Statement”) for an offering registration statement covering the sale or distribution from time to be made time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, of all of the Warrant Shares (the “Registrable Securities”) on Form S-1 or such other form under the Securities Act relating then available to the sale by the Holders from time to time of their Registrable Shares, such filing to be made on a date Company (the “Filing DateResale Shelf Registration Statement”) which is no later than thirty (30) days after the issuance of the Registrable Shares covered by such Registration Statement. The Trust and 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 initial filing thereof but in any event within ninety (90) days after the date hereof (the “Effectiveness Date”). The Trust agrees At least ten (10) Business Days prior to use its reasonable efforts the first anticipated filing date of a registration statement pursuant to keep 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 Holder’s Registrable Securities in such registration statement. If the Resale Shelf Registration Statement, after its date of effectiveness, continuously Statement covering the Registrable Securities is not declared effective until by 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 SEC on or prior to the date ten (10) business days prior fifth Business Day following the Effectiveness Date, the Company will make pro rata payments to such time of effectiveness shall be named each Holder, as liquidated damages and not as a selling securityholder penalty, in an amount equal to 1% of the initial Resale Shelf Registration Statement and aggregate amount paid pursuant to the related Prospectus in Purchase Agreement by such a manner as to permit Investor for 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 then held by such Investor for each 30-day period or pro rata for any portion thereof following the initial Resale Shelf Registration Statement or to use the Prospectus forming a part thereof Effectiveness Date 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 reasonably practicable after the date a Notice and Questionnaire is delivered, and in any event upon fifteen (15) business days after such date: (i) if required by applicable law, file with the SEC a post-effective amendment to which the Resale Shelf Registration Statement or prepare and, if required by applicable law, file a supplement 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 related Prospectus or a supplement or amendment 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 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 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 respect to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling stockholder in the Resale Shelf Registration Statement and the related Prospectus in such a manner as Warrant Shares prior to permit such Holder to deliver such Prospectus to purchasers of the Registrable Shares in accordance with the Securities Act and, if the Trust shall file a post-effective amendment to the Resale Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable, but in any event by the date that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; and (ii) provide such Holder copies of any documents filed pursuant to this Section 2(a) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(a); Notwithstanding anything contained herein to the contrary, (i) the Trust shall be under no obligation to name any Holder that is not a Notice Holder as a selling stockholder in any Registration Statement or related Prospectustheir issuance.

Resale Shelf Registration Statement. Subject to the other applicable provisions of Section 2(b) belowthis Agreement, the Trust Company shall prepare file within 60 days of the date hereof and file with use its commercially reasonable efforts to cause to go effective as promptly as practicable thereafter a registration statement covering (or amend an existing registration statement to cover) the SEC a Registration Statement (a “Resale Shelf Registration Statement”) for an offering sale or distribution from time to be made time by the Holders, on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act relating (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 sale Registrable Securities on 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 such Holders in accordance with any reasonable method of distribution elected by the Holders from time to time of their Registrable Shares, and provided for in such filing to be made on a date registration statement) (the “Filing DateResale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”) which ), and if the Company is no later than thirty (30) days after the issuance a WKSI as of the Registrable Shares covered by such 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). The Trust 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 soon promptly as practicable after the Filing Datefiling thereof. The Trust agrees to use its reasonable efforts to keep Notwithstanding the Resale Shelf Registration Statementforegoing, after its date if the Commission prevents the Company from including any or all 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 reasonably practicable after the date a Notice and Questionnaire is delivered, and in any event upon fifteen (15) business days after such date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Resale Shelf Registration Statement or prepare 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, if required by applicable law, file a supplement subject to the related Prospectus or a supplement or amendment provisions of this Section 1.1, the Company shall continue to any document incorporated therein by reference or file any other required document so that 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 delivering such Notice and Questionnaire is named as a selling stockholder in the Resale Shelf Registration Statement and shall be reduced pro rata among all Holders; provided, however, that, prior to reducing the related Prospectus number of shares of Registrable Securities to be registered for any Holder in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Shares in accordance with the Securities Act and, if the Trust shall file a post-effective amendment to the 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 cause such post-effective amendment to be declared effective under the register all remaining Registrable Securities Act as promptly as is reasonably practicable, but in any event by the date that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; and (ii) provide such Holder copies of any documents filed pursuant to this Section 2(a) notify such Holder as promptly as practicable after in accordance with the effectiveness under applicable rules, regulations and guidance of the Securities Act of any post-effective amendment filed pursuant to Section 2(a); Notwithstanding anything contained herein to the contrary, (i) the Trust shall be under no obligation to name any Holder that is not a Notice Holder as a selling stockholder in any Registration Statement or related ProspectusCommission.

Resale Shelf Registration Statement. Subject to the other applicable provisions of Section 2(b) belowthis Agreement, the Trust shall prepare and Company hereby agrees to file with the SEC as soon as reasonably practicable following the date of this ‎‎Agreement (but in no event later than the date that is thirty (30) days after the date hereof)‎, a Registration Statement (a “Resale Shelf Registration Statement”) for an offering registration statement covering the sale or distribution from time to be made time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, of all of the Registrable Securities on Form S-1 or such other form under the Securities Act relating then available to the sale by the Holders from time to time of their Registrable Shares, such filing to be made on a date Company (the “Filing DateResale Shelf Registration Statement”) which is no later than thirty (30) days after the issuance of the Registrable Shares covered by such Registration Statement. The Trust and 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 initial filing thereof but in any event within ‎‎ninety (90) days after the date hereof (the “Effectiveness Date”). The Trust agrees At least ten (10) Business ‎Days prior to use its reasonable efforts the first anticipated filing date of a registration statement pursuant to keep 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 Holder’s ‎Registrable Securities in such registration statement. If the Resale Shelf Registration Statement, after its date of effectiveness, continuously Statement covering the Registrable Securities is not declared effective until by 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 SEC on or prior to the date ten (10) business days prior fifth Business Day following the Effectiveness Date, the Company will make pro rata payments to such time of effectiveness shall be named each Holder, as liquidated damages and not as a selling securityholder penalty, in an amount equal to 1% of the initial Resale Shelf Registration Statement and aggregate amount paid pursuant to the related Prospectus in Purchase Agreement by such a manner as to permit Investor for 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 then held by such Investor for each 30-day period or pro rata for any portion thereof following the initial Resale Shelf Registration Statement or to use the Prospectus forming a part thereof Effectiveness Date 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 reasonably practicable after the date a Notice and Questionnaire is delivered, and in any event upon fifteen (15) business days after such date: (i) if required by applicable law, file with the SEC a post-effective amendment to which the Resale Shelf Registration Statement or prepare and, if required by applicable law, file a supplement 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 related Prospectus or a supplement or amendment 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 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 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 respect to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling stockholder in the Resale Shelf Registration Statement and the related Prospectus in such a manner as Warrant Shares prior to permit such Holder to deliver such Prospectus to purchasers of the Registrable Shares in accordance with the Securities Act and, if the Trust shall file a post-effective amendment to the Resale Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable, but in any event by the date that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; and (ii) provide such Holder copies of any documents filed pursuant to this Section 2(a) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(a); Notwithstanding anything contained herein to the contrary, (i) the Trust shall be under no obligation to name any Holder that is not a Notice Holder as a selling stockholder in any Registration Statement or related Prospectustheir issuance.

Resale Shelf Registration Statement. Subject to the other applicable provisions of Section 2(b) belowthis Agreement, the Trust Company shall prepare file within one hundred eighty (180) days of the date hereof and file with use its commercially reasonable efforts to cause to go effective as promptly as practicable a registration statement covering the SEC a Registration Statement (a “Resale Shelf Registration Statement”) for an offering sale or distribution from time to be made time by the Holders, on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act relating of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the sale Registrable Securities on 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 such Holders in accordance with any reasonable method of distribution elected by the Holders from time to time of their Registrable Shares, such filing to be made on a date Holders) (the “Filing DateResale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”) which ), and if the Company is no later than thirty (30) days after the issuance a WKSI as of the Registrable Shares covered by such filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. The Trust 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 soon promptly as practicable after the Filing Datefiling thereof. The Trust agrees to use its reasonable efforts to keep Notwithstanding the Resale Shelf Registration Statementforegoing, after its date if the Commission prevents the Company from including any or all 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 reasonably practicable after the date a Notice and Questionnaire is delivered, and in any event upon fifteen (15) business days after such date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Resale Shelf Registration Statement or prepare 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, if required by applicable law, file a supplement subject to the related Prospectus or a supplement or amendment provisions of this Section 1.1, the Company shall continue to any document incorporated therein by reference or file any other required document so that 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 delivering such Notice and Questionnaire is named as a selling stockholder in the Resale Shelf Registration Statement and shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the related Prospectus number of shares of Registrable Securities to be registered for any Holder in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Shares in accordance with the Securities Act and, if the Trust shall file a post-effective amendment to the 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 cause such post-effective amendment to be declared effective under the register all remaining Registrable Securities Act as promptly as is reasonably practicable, but in any event by the date that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; and (ii) provide such Holder copies of any documents filed pursuant to this Section 2(a) notify such Holder as promptly as practicable after in accordance with the effectiveness under applicable rules, regulations and guidance of the Securities Act of any post-effective amendment filed pursuant to Section 2(a); Commission. Notwithstanding anything contained herein to the contrary, (i) if the Trust shall be under no obligation Commission, by written comment, limits the Company’s ability to name any Holder that is not file, or prohibits or delays the filing of, a Notice Holder as a selling stockholder in any Resale Shelf Registration Statement or related Prospectusa 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 Section 2(b) belowthis Agreement, the Trust shall prepare and Company hereby agrees to file with the SEC as soon as reasonably practicable following the date of this ‎‎Agreement (but in no event later than the date that is thirty (30) days after the date hereof)‎, a Registration Statement (a “Resale Shelf Registration Statement”) for an offering registration statement covering the sale or distribution from time to be made time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, of all of the Registrable Securities on Form S-1 or such other form under the Securities Act relating then available to the sale by the Holders from time to time of their Registrable Shares, such filing to be made on a date Company (the “Filing DateResale Shelf Registration Statement”) which is no later than thirty (30) days after the issuance of the Registrable Shares covered by such Registration Statement. The Trust and 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 initial filing thereof but in any event within ‎‎one hundred and twenty (120) days after the date hereof (the “Effectiveness Date”). The Trust agrees At least ten (10) Business ‎Days prior to use its reasonable efforts the first anticipated filing date of a registration statement pursuant to keep 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 Holder’s ‎Registrable Securities in such registration statement. If the Resale Shelf Registration Statement, after its date of effectiveness, continuously Statement covering the Registrable Securities is not declared effective until by 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 SEC on or prior to the date ten (10) business days prior fifth Business Day following the Effectiveness Date, the Company will make pro rata payments to such time of effectiveness shall be named each Holder, as liquidated damages and not as a selling securityholder penalty, in an amount equal to 1% of the initial Resale Shelf Registration Statement and aggregate amount paid pursuant to the related Prospectus in Purchase Agreement by such a manner as to permit Investor for 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 then held by such Investor for each 30-day period or pro rata for any portion thereof following the initial Resale Shelf Registration Statement or to use the Prospectus forming a part thereof Effectiveness Date 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 reasonably practicable after the date a Notice and Questionnaire is delivered, and in any event upon fifteen (15) business days after such date: (i) if required by applicable law, file with the SEC a post-effective amendment to which the Resale Shelf Registration Statement or prepare and, if required by applicable law, file a supplement 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 related Prospectus or a supplement or amendment 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 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 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 respect to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling stockholder in the Resale Shelf Registration Statement and the related Prospectus in such a manner as Warrant Shares prior to permit such Holder to deliver such Prospectus to purchasers of the Registrable Shares in accordance with the Securities Act and, if the Trust shall file a post-effective amendment to the Resale Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable, but in any event by the date that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; and (ii) provide such Holder copies of any documents filed pursuant to this Section 2(a) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(a); Notwithstanding anything contained herein to the contrary, (i) the Trust shall be under no obligation to name any Holder that is not a Notice Holder as a selling stockholder in any Registration Statement or related Prospectustheir issuance.