Common use of S-3 Registration Clause in Contracts

S-3 Registration. (a) Subject to the terms and conditions of this Agreement, on or after the 60th day after the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the 60th day after the closing of such purchase) until the first anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase), any S-3 Purchaser may make one (1) written request to the Company for registration on Form S-3 or any successor thereto under the Securities Act of the sale of Registrable Securities held by such S-3 Purchaser (the "S-3 Registration"); provided that (i) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such Registrable Securities, (ii) the Company shall not be obligated to effect any S-3 Registration unless the proceeds to be realized in connection with such S-3 Registration shall not reasonably be expected to be less than $1,000,000, (iii) the Company shall not be obligated to effect more than two (2) S-3 Registrations pursuant to this Agreement and (iv) the Company shall not be obligated to effect more than one (1) S-3 Registration pursuant to this Agreement within any 4-month period. Promptly following receipt of any request for an S-3 Registration under this Section 8.2.2(a), the Company shall immediately notify any S-3 Purchasers holding Registrable Securities from whom a request for an S-3 Registration has not been received and shall include in such S-3 Registration such Registrable Securities as such S-3 Purchasers may specify in writing within 10 Business Days after receipt of such notice; provided, however, that the Company shall not be obligated to so notify any S-3 Purchaser or to so include such S-3 Purchaser's Registrable Securities after the first year anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase). The Company shall use its reasonable best efforts to cause such registration statement to become effective as soon as possible and remain effective for the period ending on the earlier of (i) 90 days from the date of effectiveness of said registration statement and (ii) the sale of all of Registrable Securities held by such Registering Purchasers.

S-3 Registration. (a) Subject The Company shall use its commercially reasonable efforts to the terms and conditions of this Agreement, on or after the 60th day after the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the 60th day after the closing of such purchase) until the first anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase), any S-3 Purchaser may make one (1) written request to the Company qualify for registration on Form S-3 or any comparable or successor thereto under form or forms. After the Securities Act Company has qualified for use of Form S-3, in addition to the sale rights contained in Sections 2 and 3, the Holders of Registrable Securities held shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such S-3 Purchaser Holder or Holders). The Company shall use commercially reasonable efforts to effect such Registration as soon as practicable (including, without limitation, the "S-3 Registration"execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities laws); provided that and shall keep such Registration continuously effective until the earlier of (i) the Company is a registrant entitled date on which all shares of Registrable Stock have been sold pursuant to use Form S-3 such registration statement or any successor thereto to register such Registrable Securities, Rule 144 and (ii) the Company shall not date on which, in the reasonable opinion of counsel to the Company, all of the Registrable Stock may be obligated to effect any S-3 Registration unless the proceeds to be realized sold in connection accordance with such S-3 Registration shall not reasonably be expected to be less than $1,000,000, (iii) the Company shall not be obligated to effect more than two (2) S-3 Registrations pursuant to this Agreement and (iv) the Company shall not be obligated to effect more than one (1) S-3 Registration pursuant to this Agreement within any 4-month period. Promptly following receipt of any request for an S-3 Registration under this Section 8.2.2(aRule 144(k), the Company shall immediately notify any S-3 Purchasers holding Registrable Securities from whom a request for an S-3 Registration has not been received and shall include in such S-3 Registration such Registrable Securities as such S-3 Purchasers may specify in writing within 10 Business Days after receipt of such notice; provided, however, that the Company shall not be obligated to so notify effect any S-3 Purchaser or such registration (i) if the Holders, together with the holders of any other securities of the Company entitled to so include inclusion in such S-3 Purchaser's registration, propose to sell Registrable Securities after and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $1,000,000, (ii) in the circumstances described in the proviso to the first year anniversary paragraph of Section 2(a), (iii) if the Company shall furnish the certification described in the second paragraph of Section 2(a) (but subject to the limitations set forth therein) or (iv) if, in a given twelve-month period, the Company has effected one such registration in such period. Notwithstanding the foregoing, the Company shall have the right (the "S-3 Suspension Right") (i) to defer such filing for up to 60 days or suspend sales under any filed registration statement or (ii) defer the updating of any filed registration statement and suspend sales thereunder at any time or from time to time, for a period of not more than 90 days during any period of 365 days, if the Company shall furnish to the Holders a certificate signed by an executive officer or any trustee of the Closing Date (orCompany stating that, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary good faith judgment of the closing of such purchase). The Company, it would be detrimental to the Company shall use and its reasonable best efforts shareholders to cause file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to become effective as soon as possible and remain effective for defer the period ending on the earlier filing of (i) 90 days from the date of effectiveness of said such registration statement and (ii) the sale of all of Registrable Securities held by such Registering Purchasersor suspend sales under a filed registration statement).

S-3 Registration. If at any time (ai) Subject to the terms and conditions of this Agreement, on any Investor Holder or after the 60th day after the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the 60th day after the closing of such purchase) until the first anniversary single other stockholder party hereto which holds a majority of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary outstanding voting power of the closing of such purchase), any S-3 Purchaser may make one Company (1a "Controlling Holder") written request to requests that the Company for file a registration statement on Form S-3 or any successor form thereto under the Securities Act for a public offering of all or any portion of the sale shares of Registrable Securities held by such S-3 Purchaser Investor Holder or Investor Holders or Controlling Holder, and (the "S-3 Registration"); provided that (iii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible following such Request, use its best efforts to register under the Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests; provided, that if such registration is for an Underwritten Offering, the terms of Sections 2.1(b) and 2.1(d) shall apply (and any reference to "Demand Registration" therein shall, for purposes of this Section 2.3, instead be deemed a reference to "S-3 Registration"); provided, further that a Controlling Holder may only request that such registration be a Shelf Registration. If the sole or lead managing Underwriter (if any) or the Majority Investor Holders of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance to the success of the offering, then such Registration Statement shall include such additional disclosure. Whenever the Company is required by this Section 2.3 to use its best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) and 2.1(e) (ii) including but not limited to the requirements that the Company shall not be obligated to effect any S-3 Registration unless the proceeds to be realized in connection with such S-3 Registration shall not reasonably be expected to be less than $1,000,000, (iiiA) the Company shall not be obligated to effect more than two (2) S-3 Registrations pursuant to this Agreement and (iv) the Company shall not be obligated to effect more than one (1) S-3 Registration pursuant to this Agreement within any 4-month period. Promptly following receipt notify all Holders of any request for an S-3 Registration under this Section 8.2.2(a), the Company shall immediately notify any S-3 Purchasers holding Registrable Securities from whom a request such Request for an S-3 Registration registration has not been received and shall include provide them with the opportunity to participate in the offering and (B) use its best efforts to have such S-3 Registration such Registrable Securities as such S-3 Purchasers may specify in writing within 10 Business Days after receipt of such notice; provided, however, that the Company shall not be obligated to so notify any S-3 Purchaser or to so include such S-3 Purchaser's Registrable Securities after the first year anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase). The Company shall use its reasonable best efforts to cause such registration statement to become effective as soon as possible Statement declared and remain effective for the time period ending on specified herein) shall apply to such registration (and any reference in such Sections 2.1(a) and 2.1(e) to "Demand Registration" shall, for purposes of this Section 2.3, instead be deemed a reference to "S-3 Registration"). Notwithstanding anything to the earlier of (i) contrary contained herein, no Request may be made under this Section 2.3 within 90 days from after the effective date of effectiveness of said registration statement and (ii) a Registration Statement filed by the sale of all Company covering a firm commitment Underwritten Offering in which the Holders of Registrable Securities held by such Registering Purchasersshall have been entitled to join pursuant to this Agreement in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been requested. There is no limitation on the number of S-3 Registrations that the Company is obligated to effect. The registration rights granted pursuant to the provisions of this Section 2.3(a) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

S-3 Registration. (ai) Subject to the terms and conditions of this Agreement, on or If at any time after the 60th day after the Closing Date date hereof (or, in the case of i) any Investor requests (a “S-3 Purchaser who purchased Purchased Shares after the Closing Date, the 60th day after the closing of such purchaseRequest”) until the first anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase), any S-3 Purchaser may make one (1) written request to that the Company for file a registration statement on Form S-3 or any successor form thereto under the Securities Act for a public offering of all or any portion of the sale shares of Registrable Securities held by such Investor or Investors, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000 or, if the foregoing is not satisfied, all of the Registrable Securities held by the Investors making the S-3 Purchaser Request are included in the S-3 Registration and (the "S-3 Registration"); provided that (iii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, prepare and, as soon as practicable, but in no event later than the S-3 Filing Deadline, file with the SEC a Shelf Registration Statement on Form S-3 covering the resale of all of the Registrable Securities, provided that such Shelf Registration Statement shall register for resale at least the number of shares of Common Stock equal to the Required Registration Amount as of the date such Shelf Registration Statement is initially filed with the SEC; provided, that if such registration is for an Underwritten Offering, the terms of Sections 2(a)(ii) and 2(a)(iv) shall alternatively apply (ii) and any reference to “Demand Registration” therein shall, for purposes of this Section 2(c), instead be deemed a reference to “S-3 Registration”), and provided further, that such request for an Underwritten Offering on Form S-3 shall be deemed a Demand Registration and subject to the Company shall not be obligated to effect any S-3 limitations for purposes of Section 2(a)(iii). Such Shelf Registration unless the proceeds Statement, and each other Shelf Registration Statement required to be realized filed pursuant to the terms of this Agreement (to the extent such Shelf Registration is not in connection with such S-3 Registration an Underwritten Offering), shall not reasonably be expected to be less than $1,000,000, contain (iiiexcept if otherwise directed by the Required Investors) the Company shall not be obligated to effect more than two (2) S-3 Registrations pursuant to this Agreement “Selling Stockholders” and (iv) the Company shall not be obligated to effect more than one (1) S-3 Registration pursuant to this Agreement within any 4-month period. Promptly following receipt of any request for an S-3 Registration under this Section 8.2.2(a), the Company shall immediately notify any S-3 Purchasers holding Registrable Securities from whom a request for an S-3 Registration has not been received and shall include in such S-3 Registration such Registrable Securities as such S-3 Purchasers may specify in writing within 10 Business Days after receipt of such notice; provided, however, that the Company shall not be obligated to so notify any S-3 Purchaser or to so include such S-3 Purchaser's Registrable Securities after the first year anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase). The Company shall use its reasonable best efforts to cause such registration statement to become effective as soon as possible and remain effective for the period ending on the earlier of (i) 90 days from the date of effectiveness of said registration statement and (ii) the sale of all of Registrable Securities held by such Registering Purchasers.“

S-3 Registration. (a) Subject to In the terms and conditions of this Agreement, on or after the 60th day after the Closing Date (or, in the case of event that any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the 60th day after the closing of such purchase) until the first anniversary of the Closing Date Holders elect to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expect gross proceeds of at least $25 million (or, in determined by multiplying the case number of any S-3 Purchaser who purchased Purchased Shares after Registrable Securities owned by the Closing Date, the first anniversary average of the closing of such purchase)price on the NYSE, any S-3 Purchaser may make one (1) written request to the Company for registration on Form S-3 OTC Bulletin Board, Pink OTC Markets or any successor thereto under the Securities Act of the sale of Registrable Securities held by such S-3 Purchaser (the "S-3 Registration"); provided that (i) similar interdealer quotation system if the Company is a registrant entitled to use Form S-3 or not listed on the NYSE, for the Common Units for the ten trading days preceding the date of such notice) from such Underwritten Offering (together with any successor thereto to register such Registrable Securities, (ii) the Company shall not be obligated to effect any S-3 Registration unless the proceeds Securities to be realized disposed of by a Selling Holder who has elected to participate in connection with such S-3 Registration shall not reasonably be expected to be less than $1,000,000, (iii) the Company shall not be obligated to effect more than two (2) S-3 Registrations Underwritten Offering pursuant to this Agreement and (iv) the Company shall not be obligated to effect more than one (1) S-3 Registration pursuant to this Agreement within any 4-month period. Promptly following receipt of any request for an S-3 Registration under this Section 8.2.2(a2.02), the Company shall, at the request of such Selling Holder(s), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the Managing Underwriter or Underwriters selected by the Company, which shall immediately notify any S-3 Purchasers holding Registrable Securities from whom a request for an S-3 Registration has not been received include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall include take all such other reasonable actions as are requested by the Managing Underwriter in such S-3 Registration order to expedite or facilitate the disposition of such Registrable Securities as such S-3 Purchasers may specify in writing within 10 Business Days after receipt of such noticeSecurities; provided, however, that the Company shall not be obligated have no obligation to so notify facilitate or participate in, including entering into any S-3 Purchaser underwriting agreement, more than an aggregate of three (3) Underwritten Offerings or one (1) Underwritten Offering in any twelve-month period requested by the Holders; provided, further, that if the Company is conducting or actively pursuing a securities offering with anticipated offering proceeds of at least $25 million (other than in connection with any at-the-market offering or similar continuous offering program), then the Company may suspend such Selling Holder’s right to so include require the Company to conduct an Underwritten Offering on such S-3 Purchaser's Registrable Securities after Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the first year anniversary of Company may only suspend such Selling Holder’s right to require the Closing Date (or, Company to conduct an Underwritten Offering pursuant to this Section 2.03 once in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase). The Company shall use its reasonable best efforts to cause such registration statement to become effective as soon as possible and remain effective for the period ending on the earlier of (i) 90 days from the date of effectiveness of said registration statement and (ii) the sale of all of Registrable Securities held by such Registering Purchaserssix month period.

S-3 Registration. (a) Subject to the terms and conditions After its initial public offering of this Agreement, on or after the 60th day after the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing DateCommon Stock, the 60th day after the closing of such purchase) until the first anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase), any S-3 Purchaser may make one (1) written request Company shall use its commercially reasonable efforts to the Company qualify for registration on Form S-3 or any comparable or successor thereto under form or forms. After the Securities Act Company has qualified for use of Form S-3, in addition to the sale rights contained in Sections 2 and 3, the Holders of Registrable Securities held shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such S-3 Purchaser Holder or Holders). The Company shall use commercially reasonable efforts to effect such Registration as soon as practicable (including, without limitation, the "S-3 Registration"execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities laws); provided that and shall keep such Registration continuously effective until the earlier of (i) the Company is a registrant entitled date on which all shares of Registrable Stock have been sold pursuant to use Form S-3 such registration statement or any successor thereto to register such Registrable Securities, Rule 144 and (ii) the Company shall not date on which, in the reasonable opinion of counsel to the Company, all of the Registrable Stock may be obligated to effect any S-3 Registration unless the proceeds to be realized sold in connection accordance with such S-3 Registration shall not reasonably be expected to be less than $1,000,000, (iii) the Company shall not be obligated to effect more than two (2) S-3 Registrations pursuant to this Agreement and (iv) the Company shall not be obligated to effect more than one (1) S-3 Registration pursuant to this Agreement within any 4-month period. Promptly following receipt of any request for an S-3 Registration under this Section 8.2.2(aRule 144(k), the Company shall immediately notify any S-3 Purchasers holding Registrable Securities from whom a request for an S-3 Registration has not been received and shall include in such S-3 Registration such Registrable Securities as such S-3 Purchasers may specify in writing within 10 Business Days after receipt of such notice; provided, however, that the Company shall not be obligated to so notify effect any S-3 Purchaser or such registration (i) if the Holders, together with the holders of any other securities of the Company entitled to so include inclusion in such S-3 Purchaser's registration, propose to sell Registrable Securities after and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $1,000,000, (ii) in the circumstances described in the proviso to the first year anniversary paragraph of Section 2(a), (iii) if, in connection with a Demand Registration under Section 2, the Company shall furnish the certification described in the second paragraph of Section 2(a) (but subject to the limitations set forth therein) or (iv) if, in a given twelve-month period, the Company has effected one such registration in such period. Notwithstanding the foregoing, the Company shall have the right (the "S-3 Suspension Right") (i) to defer such filing or suspend sales under any filed registration statement for up to 60 days during any period of 365 days or (ii) defer the updating of any filed registration statement and suspend sales thereunder at any time or from time to time, for a period of not more than 60 days during any period of 365 days, if the Company shall furnish to the Holders a certificate signed by an executive officer or any trustee of the Closing Date (orCompany stating that, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary good faith judgment of the closing of such purchase). The Company, it would be detrimental to the Company shall use and its reasonable best efforts shareholders to cause file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to become effective as soon as possible and remain effective for defer the period ending on the earlier filing of (i) 90 days from the date of effectiveness of said such registration statement and (ii) the sale of all of Registrable Securities held by such Registering Purchasersor suspend sales under a filed registration statement).

S-3 Registration. (a) Subject In addition to the terms and conditions of this Agreement, on or after the 60th day after the Closing Date (or, rights set forth in the case of any S-3 Purchaser who purchased Purchased Shares after preceding paragraph, BofA shall have the Closing Date, the 60th day after the closing of such purchase) until the first anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase), any S-3 Purchaser may make one (1) written right to request to that the Company for file registration statements on Form S-3 (or any successor thereto under the Securities Act of the sale form to Form S-3) for an offering of Registrable Securities held by such S-3 Purchaser (the an "S-3 Registration"); provided provided, however, that (i) the Company is a registrant entitled number of shares to use Form be included in any such S-3 or any successor thereto to register such Registrable Securities, (ii) the Company Registration Statement shall not be obligated to effect any S-3 Registration unless the proceeds to be realized in connection with such S-3 Registration shall not reasonably be expected to be less than $1,000,000, (iii) the Company shall not be obligated to effect more than two (2) S-3 Registrations pursuant to this Agreement and (iv) the Company shall not be obligated to effect more than one (1) S-3 Registration pursuant to this Agreement within any 4-month period. Promptly following receipt of any request for an S-3 Registration under this Section 8.2.2(a), the Company shall immediately notify any S-3 Purchasers holding Registrable Securities from whom a request for an S-3 Registration has not been received and shall include in such S-3 Registration such Registrable Securities as such S-3 Purchasers may specify in writing within 10 Business Days after receipt of such noticethat 4,000,000; provided, howeverfurther, that the Company shall not be obligated to so notify participate in any S-3 Purchaser "road-show" or exceptional marketing, diligence or other efforts in connection with such offering and, provided, further, that BofA shall only be permitted to so include such S-3 Purchaser's make sales of Registrable Securities after under such registration statement during (A) the first year anniversary twenty business days beginning on the second business day following the date on which the Company files a Quarterly Report on Form 10-Q or its Annual Report on Form 10-K ("Normal Selling Periods") and (B) any period during which a registration statement covering sales by other securityholders of the Closing Date (or, in Company is effective and such other securityholders are making sales thereunder or are entitled to make sales thereunder without obtaining the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary prior consent of the closing of such purchaseCompany ("Additional Selling Periods") and together with Normal Selling Periods, "Selling Periods"). The Company shall use its reasonable best efforts not be required to cause such registration statement monitor or advise BofA of the existence of Additional Selling Periods, provided that the Company shall promptly respond to become effective any inquiry as soon to whether an Additional Selling Period is in effect as possible and remain effective for the period ending on the earlier of (i) 90 days from the date of effectiveness such inquiry and the following ten business days and, if no Additional Selling Period is in effect on the date of said such inquiry, but an Additional Selling Period becomes effective within ten business days following the date of such inquiry, the Company shall promptly notify BofA thereof. The additional demand registrations provided by this Section 2.1(b) may be "shelf-registrations" under Rule 415 of the Securities Act which shelf registrations would be kept effective for an aggregate period of one year (each a "Shelf Registration"), unless otherwise requested by BofA. The aggregate one year effective period for a Shelf Registration shall not run during any period during which BofA is subject to a lock-up or market standoff agreement for the benefit of the Company. The procedures and limitations for effecting the registration statement and of the Registrable Securities on Form S-3 (ii) or any successor form to Form S-3), including the sale of all procedure used for any underwriting limitation, if sales of Registrable Securities held by under Shelf Registrations are pursuant to an underwritten offering, shall be as set forth in this Article 2 with respect to Demand Registrations, and Shelf Registrations will be considered Demand Registrations for such Registering Purchaserspurposes unless otherwise specifically provided.

S-3 Registration. (a) Subject to In compliance with the terms and conditions of this Agreement, the Company shall prepare and file with the SEC a registration statement on Form S-3ASR (or after such other form that the 60th day after Company is then eligible to use if not eligible to use Form S-3ASR) covering the Closing Date resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of all Registrable Securities. The registration statement (oror new registration statement) required to be filed pursuant to this Section 3.1, together with any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materials incorporated by reference in such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as the case of any S-3 Purchaser who purchased Purchased Shares “Registration Statement.” (b) The Company shall exercise commercially reasonable efforts to prepare and file the Registration Statement with the SEC no later than fifteen (15) Business Days after the Closing Date, the 60th day after the closing of such purchase) until the first anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase), any S-3 Purchaser may make one (1) written request to the Company for registration on Form S-3 or any successor thereto under the Securities Act of the sale of Registrable Securities held by such S-3 Purchaser (the "S-3 Registration"); provided that (i) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such Registrable Securities, (ii) the Company shall not be obligated to effect any S-3 Registration unless the proceeds to be realized in connection with such S-3 Registration shall not reasonably be expected to be less than $1,000,000, (iii) the Company shall not be obligated to effect more than two (2) S-3 Registrations pursuant to this Agreement and (iv) the Company shall not be obligated to effect more than one (1) S-3 Registration pursuant to this Agreement within any 4-month period. Promptly following receipt of any request for an S-3 Registration under this Section 8.2.2(a), the Company shall immediately notify any S-3 Purchasers holding Registrable Securities from whom a request for an S-3 Registration has not been received and shall include in such S-3 Registration such Registrable Securities as such S-3 Purchasers may specify in writing within 10 Business Days after receipt of such notice; provided, however, that no filing of such Registration Statement shall be required (i) during any period in which the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers of the Company from trading in the Company’s securities, or (ii) prior to the date which is two (2) days following the Company’s first filing with the SEC after the Closing Date of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q. Subject to the terms of this Agreement, the Company shall not be obligated to so notify any S-3 Purchaser or to so include such S-3 Purchaser's Registrable Securities after the first year anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase). The Company shall use its commercially reasonable best efforts to cause such registration statement to become have the Registration Statement declared effective as soon as possible practicable after such filing if not otherwise effective upon filing and remain to keep the Registration Statement continuously effective and in compliance with the Securities Act and usable for resale of Registrable Securities covered thereby from the period ending on date of its initial effectiveness until the earlier of (i) 90 days from the date on which such Registrable Securities have been disposed of effectiveness of said registration statement and in accordance with the Registration Statement or pursuant to Rule 144 or (ii) the sale of all of such Registrable Securities held by may be sold pursuant to Rule 144 without any limitation as to manner-of- sale restrictions or volume limitations (such Registering Purchasersperiod, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require the Company to maintain any Registration Statement once the Shares cease to be Registrable Securities.

S-3 Registration. If at any time (ai) Subject to the terms and conditions one or more Holders of this Agreement, on Registrable Securities representing 10% or after the 60th day after the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the 60th day after the closing of such purchase) until the first anniversary more of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase), any S-3 Purchaser may make one (1) written Registrable Securities then outstanding request to that the Company for file a registration statement on Form S-3 or any successor form thereto under the Securities Act for a public offering of all or any portion of the sale shares of Registrable Securities held by such S-3 Purchaser Holder or Holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (the "S-3 Registration"); provided that (iii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible following such Request, use its best efforts to register under the Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests; PROVIDED, that if such registration is for an Underwritten Offering, the terms of Sections 2.1(b) and 2.1(d) shall apply (and any reference to "Demand Registration" therein shall, for purposes of this Section 2.3, instead be deemed a reference to "S-3 Registration"). Whenever the Company is required by this Section 2.3 to use its best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) and 2.1(e) (ii) including but not limited to the requirements that the Company shall not be obligated to effect any S-3 Registration unless the proceeds to be realized in connection with such S-3 Registration shall not reasonably be expected to be less than $1,000,000, (iiiA) the Company shall not be obligated to effect more than two (2) S-3 Registrations pursuant to this Agreement and (iv) the Company shall not be obligated to effect more than one (1) S-3 Registration pursuant to this Agreement within any 4-month period. Promptly following receipt notify all Holders of any request for an S-3 Registration under this Section 8.2.2(a), the Company shall immediately notify any S-3 Purchasers holding Registrable Securities from whom a request such Request for an S-3 Registration registration has not been received and shall include provide them with the opportunity to participate in the offering and (B) use its best efforts to have such S-3 Registration such Registrable Securities as such S-3 Purchasers may specify in writing within 10 Business Days after receipt of such notice; provided, however, that the Company shall not be obligated to so notify any S-3 Purchaser or to so include such S-3 Purchaser's Registrable Securities after the first year anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase). The Company shall use its reasonable best efforts to cause such registration statement to become effective as soon as possible Statement declared and remain effective for the time period ending on specified herein) shall apply to such registration (and any reference in such Sections 2.1(a) and 2.1(e) to "Demand Registration" shall, for purposes of this Section 2.3, instead be deemed a reference to "S-3 Registration"). Notwithstanding anything to the earlier of (i) contrary contained herein, no Request may be made under this Section 2.3 within 90 days from after the effective date of effectiveness of said registration statement and (ii) a Registration Statement filed by the sale of all Company covering a firm commitment Underwritten Offering in which the Holders of Registrable Securities held by such Registering Purchasersshall have been entitled to join pursuant to this Agreement in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been requested. There is no limitation on the number of S-3 Registrations that the Company is obligated to effect. The registration rights granted pursuant to the provisions of this Section 2.3(a) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

S-3 Registration. Parent shall use commercially reasonable efforts to become eligible to register the resale of the Parent Common Stock issued in the Merger pursuant to a registration statement on Form S-3 (a) Subject the “Form S-3 Registration Statement”). After Parent is eligible to register the resale of such shares on a Form S-3 Registration Statement, Parent shall use its best efforts to so register such shares, subject to the terms and conditions of this Agreement, on or after the 60th day after the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the 60th day after the closing of such purchase) until the first anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase), any S-3 Purchaser may make one (1) written request to the Company for registration on Form S-3 or any successor thereto under the Securities Act of the sale of Registrable Securities held by such S-3 Purchaser (the "S-3 Registration"); provided that Section 5.9. Parent shall (i) use its best efforts to file the Company is a registrant entitled Form S-3 Registration Statement with the SEC, within sixty (60) days after becoming eligible to use Form S-3 or any successor thereto S-3, covering the resale of the shares of Parent Common Stock issued as Merger Consideration hereunder to register such Registrable SecuritiesHolders who have furnished Parent with the requisite information, (ii) use all commercially reasonable efforts to cause the Company shall not be obligated to effect any Form S-3 Registration unless the proceeds Statement to be realized in connection with such S-3 Registration shall not declared effective as promptly as reasonably be expected to be less than $1,000,000practicable thereafter, and (iii) use all commercially reasonable efforts to maintain the Company shall not be obligated continual effectiveness of the Form S-3 Registration Statement until the first to effect more than two occur of (2y) the resale of all such shares of Parent Common Stock covered by the Form S-3 Registrations pursuant to this Agreement Registration Statement, and (ivz) the Company shall not be obligated to effect more than one (1) S-3 Registration pursuant to this Agreement within any 4-month period. Promptly following receipt eligibility of any request all such shares of Parent Common Stock for an S-3 Registration resale under this Section 8.2.2(a), Rule 144 of the Company shall immediately notify any S-3 Purchasers holding Registrable Securities from whom a request for an S-3 Registration has not been received and shall include in such S-3 Registration such Registrable Securities as such S-3 Purchasers may specify in writing within 10 Business Days after receipt of such noticeAct; provided, however, that if Parent shall furnish to the Company shall not be obligated to so notify any S-3 Purchaser or to so include such S-3 Purchaser's Registrable Securities after Holders a certificate signed by the first year anniversary Chairman of the Closing Date (orBoard, the Chief Executive Officer, the Chief Financial Officer or the General Counsel of Parent stating that a material corporate development has occurred or a material corporate transaction is under consideration and, in the case reasonable good faith judgment of any S-3 Purchaser who purchased Purchased Shares such officer, after consulting with Parent’s counsel, disclosure of such development or transaction in an amendment or supplement to the Closing Date, registration statement (or the first anniversary related prospectus) would be seriously detrimental to Parent (or would deprive Parent of the closing opportunity to pursue a significant favorable transaction), then Parent shall have the right to suspend the effectiveness of such purchase). The Company shall use its reasonable best efforts to cause such registration statement and to become effective as soon as possible prohibit each former stockholder of the Company from effecting any sale of Parent Common Stock pursuant to such registration statement (and remain effective the related prospectus) for one or more periods, which shall not exceed ninety (90) days in any single instance or one hundred eighty (180) days in the period ending aggregate. The obligations of Parent pursuant to this Section 5.10 shall terminate on the earlier date that all shares of (i) 90 days from Parent Common Stock issued in the date Merger are eligible for resale under Rule 144 of effectiveness of said registration statement and (ii) the sale of all of Registrable Securities held by such Registering PurchasersAct.

S-3 Registration. (a) Subject In the event that any one or more Holders elect to the terms and conditions dispose of this Agreement, on or after the 60th day after the Closing Date (or, Registrable Securities that in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the 60th day after the closing of such purchase) until the first anniversary aggregate constitute more than 5% of the Closing Date Outstanding Common Shares under a Registration Statement pursuant to an Underwritten Offering and reasonably expect gross proceeds of at least $20 million (or, in determined by multiplying the case number of any S-3 Purchaser who purchased Purchased Shares after Registrable Securities owned by the Closing Date, the first anniversary average of the closing price on the NYSE, NASDAQ, OTC Bulletin Board, Pink OTC Markets or any similar interdealer quotation system, for the Common Shares for the ten trading days preceding the date of such purchase), notice) from such Underwritten Offering (together with any S-3 Purchaser may make one (1) written request to the Company for registration on Form S-3 or any successor thereto under the Securities Act of the sale of Registrable Securities held by such S-3 Purchaser (the "S-3 Registration"); provided that (i) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such Registrable Securities, (ii) the Company shall not be obligated to effect any S-3 Registration unless the proceeds to be realized disposed of by a Selling Holder who has elected to participate in connection with such S-3 Registration shall not reasonably be expected to be less than $1,000,000, (iii) the Company shall not be obligated to effect more than two (2) S-3 Registrations Underwritten Offering pursuant to this Agreement and (iv) the Company shall not be obligated to effect more than one (1) S-3 Registration pursuant to this Agreement within any 4-month period. Promptly following receipt of any request for an S-3 Registration under this Section 8.2.2(a2.02), the Company shall, at the request of such Selling Holder(s), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the Managing Underwriter or Underwriters selected by the Company, which shall immediately notify any S-3 Purchasers holding Registrable Securities from whom a request for an S-3 Registration has not been received include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall include take all such other reasonable actions as are requested by the Managing Underwriter in such S-3 Registration order to expedite or facilitate the disposition of such Registrable Securities as such S-3 Purchasers may specify in writing within 10 Business Days after receipt of such noticeSecurities; provided, however, that the Company shall not be obligated have no obligation to so notify facilitate or participate in, including entering into any S-3 Purchaser underwriting agreement, more than an aggregate of two (2) Underwritten Offerings in any eighteen-month period requested by the Holders; provided, further, that if the Company is conducting or actively pursuing a securities offering with anticipated offering proceeds of at least $20 million (other than in connection with any at-the-market offering or similar continuous offering program), then the Company may suspend such Selling Holder’s right to so include require the Company to conduct an Underwritten Offering on such S-3 Purchaser's Registrable Securities after Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the first year anniversary of Company may only suspend such Selling Holder’s right to require the Closing Date (or, Company to conduct an Underwritten Offering pursuant to this Section 2.03 once in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase). The Company shall use its reasonable best efforts to cause such registration statement to become effective as soon as possible and remain effective for the period ending on the earlier of (i) 90 days from the date of effectiveness of said registration statement and (ii) the sale of all of Registrable Securities held by such Registering Purchaserssix month period.

S-3 Registration. (a) Subject to the terms and conditions of this Agreement, on or At any time after the 60th day after Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), Abbott may request the Closing Date (orCompany, in writing, to effect the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the 60th day after the closing of such purchase) until the first anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase), any S-3 Purchaser may make one (1) written request to the Company for registration on Form S-3 (or any such successor thereto under the Securities Act of the sale form), of Registrable Securities held having an aggregate offering price of at least $500,000 (based on the then current public market price). If the underwriter (if any) managing the offering determines that, because of marketing factors, all of the shares requested to be registered by such S-3 Purchaser (the "S-3 Registration"); provided that (i) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such Registrable Securities, (ii) the Company shall Abbott and other stockholders may not be obligated to effect any S-3 Registration unless included in the proceeds to be realized offering, then Abbott and the other stockholders who have requested registration shall participate in connection with such S-3 Registration shall not reasonably be expected to be less than $1,000,000, (iiithe registration pro rata in the same manner described in Section 1(a)(ii) the Company shall not be obligated to effect more than two (2) S-3 Registrations pursuant to this Agreement and (iv) the Company shall not be obligated to effect more than one (1) S-3 Registration pursuant to this Agreement within any 4-month periodabove. Promptly following receipt of any request for an S-3 Registration under this Section 8.2.2(a)Thereupon, the Company shall immediately notify any shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 Purchasers holding (or such successor form) of all Registrable Securities from whom a request for an S-3 Registration which the Company has not been received and shall include in such S-3 Registration such Registrable Securities as such S-3 Purchasers may specify in writing within 10 Business Days after receipt of such noticerequested to so register; provided, however, that Abbott agrees to sell such Registrable Securities in the same manner and on the same terms and conditions (including underwriting, indemnification and lock-up provisions) as the other holders of securities which the Company proposes to register. The right to request registration on Form S-3 pursuant to this Section 1(b) may not be exercised more than four (4) times by Abbott with respect to any Common Stock issuable upon conversion of the Series E Preferred and may not be exercised more than four (4) times by Abbott with respect to any Common Stock issuable upon conversion of the Series E-1 Preferred. The Company shall not be obligated required to so notify include any S-3 Purchaser or to so include such S-3 Purchaser's Registrable Securities after in such registration unless Abbott accepts the first year anniversary terms of the Closing Date underwriting as agreed upon between the Company and the underwriters selected by it (or, provided that such terms must be consistent with this Agreement and are applicable to other stockholders offering their shares in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchaseregistration). The Company shall use its reasonable best efforts to cause such registration statement to become effective as soon as possible and remain effective for the period ending on the earlier of (i) 90 days from the date of effectiveness of said registration statement and (ii) the sale of all of Registrable Securities held by such Registering Purchasers.

S-3 Registration. In the event that a Selling Holder (atogether with any Affiliates that are Selling Holders) Subject elects to the terms and conditions of this Agreement, on or after the 60th day after the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the 60th day after the closing of such purchase) until the first anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase), any S-3 Purchaser may make one (1) written request to the Company for registration on Form S-3 or any successor thereto under the Securities Act of the sale dispose of Registrable Securities held under the Shelf Registration Statement pursuant to an Underwritten Offering of at least $15.0 million dollars of Registrable Securities such Selling Holder shall give notice of such election in writing (including, DAL02:628488 HOU:3306511.3 but not limited to, notification by electronic mail; such S-3 Purchaser (notice, the "S-3 Registration"); provided that (i“Selling Holder Election Notice”) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such Registrable Securities, (ii) the Company shall Crosstex not be obligated to effect any S-3 Registration unless the proceeds to be realized in connection with such S-3 Registration shall not reasonably be expected to be less than $1,000,000, ten (iii10) Business Days before the Company date such Selling Holder intends for such Underwritten Offering to commence. The Selling Holder Election Notice shall not be obligated specify the number of Registrable Securities that the Selling Holder intends to effect more offer in such Underwritten Offering and the expected commencement date thereof. Not later than two (2) S-3 Registrations pursuant to this Agreement and (iv) the Company shall not be obligated to effect more than one (1) S-3 Registration pursuant to this Agreement within any 4-month period. Promptly following receipt of any request for an S-3 Registration under this Section 8.2.2(a), the Company shall immediately notify any S-3 Purchasers holding Registrable Securities from whom a request for an S-3 Registration has not been received and shall include in such S-3 Registration such Registrable Securities as such S-3 Purchasers may specify in writing within 10 Business Days after receipt by Crosstex of the Selling Holder Election Notice, unless Crosstex determines in accordance with Section 2.1(c) to delay such Underwritten Offering (in which event Crosstex shall promptly notify the Selling Holder in writing of such determination), then Crosstex shall provide written notice (including, but not limited to, notification by electronic mail; such notice; provided, howeverthe “Crosstex SH Offering Notice”) to the other Holders of Registrable Securities of the Selling Holder’s intention to conduct an Underwritten Offering and such notice shall offer such other Holders the opportunity to participate in such Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after the Crosstex SH Offering Notice has been delivered to request in writing submitted to Crosstex the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received by Crosstex within the specified time, that such Holder shall have no further right to participate in such Underwritten Offering under the Company Shelf Registration Statement. If, at any time after giving of the Selling Holder Election Notice and prior to the closing of such Underwritten Offering, the Selling Holder giving the Selling Holder Election Notice shall determine for any reason not be obligated to so notify any S-3 Purchaser undertake or to so include delay such S-3 Purchaser's Registrable Securities after Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Crosstex and Crosstex shall notify the first year anniversary of the Closing Date other Holders and, (or, x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include Registrable Securities of any S-3 Purchaser who purchased Purchased Shares after other Holder, and (y) in the Closing Datecase of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Registrable Securities of any other Holder for the first anniversary of same period as the closing delay in the Underwritten Offering. Any other Holder shall have the right to withdraw such Holder’s request for inclusion of such purchase)Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Crosstex of such withdrawal at least one Business Day prior to the time of pricing of such offering. The Company shall use its reasonable best efforts to cause such registration statement to become effective as soon as possible and remain effective for If the period ending on the earlier Managing Underwriter or Underwriters of (i) 90 days from the date of effectiveness of said registration statement and (ii) the sale of all any proposed Underwritten Offering of Registrable Securities held under a Shelf Registration Statement advises Crosstex that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Crosstex can be sold without having such adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder or other Holder, on the percentage derived by dividing (A) the number of shares of Common Stock proposed to be sold by such Registering PurchasersSelling Holder or such other Holder in such offering; by (B) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all other Holders in such Underwritten Offering).

S-3 Registration. (a) Subject to In compliance with the terms and conditions of this Agreement, the Company shall prepare and file with the SEC a registration statement on or after the 60th day after the Closing Date Form S-3ASR (or, if the Company is not then eligible to use Form S-3ASR, Form S-3, Form S-1 or other available form) covering the resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of all Registrable Securities. The registration statement required to be filed pursuant to this Section 3.1, together with any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materials incorporated by reference in such registration statement, is referred to herein as the case of any S-3 Purchaser who purchased Purchased Shares “Registration Statement.” (b) The Company shall exercise commercially reasonable efforts to prepare and file the Registration Statement with the SEC no later than fifteen (15) Business Days after the Closing Date, the 60th day after the closing of such purchase) until the first anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase), any S-3 Purchaser may make one (1) written request to the Company for registration on Form S-3 or any successor thereto under the Securities Act of the sale of Registrable Securities held by such S-3 Purchaser (the "S-3 Registration"); provided that (i) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such Registrable Securities, (ii) the Company shall not be obligated to effect any S-3 Registration unless the proceeds to be realized in connection with such S-3 Registration shall not reasonably be expected to be less than $1,000,000, (iii) the Company shall not be obligated to effect more than two (2) S-3 Registrations pursuant to this Agreement and (iv) the Company shall not be obligated to effect more than one (1) S-3 Registration pursuant to this Agreement within any 4-month period. Promptly following receipt of any request for an S-3 Registration under this Section 8.2.2(a), the Company shall immediately notify any S-3 Purchasers holding Registrable Securities from whom a request for an S-3 Registration has not been received and shall include in such S-3 Registration such Registrable Securities as such S-3 Purchasers may specify in writing within 10 Business Days after receipt of such notice; provided, however, that no filing of such Registration Statement shall be required: (i) during any period in which the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers of the Company from trading in the Company’s securities or in which the Registration Statement should not be filed or an offering of the Shares thereunder should not be made pursuant to any provision of the Securities Act or the Exchange Act or any rule or regulation thereunder; or (ii) if the Closing Date occurs after September 13, 2021, at any time prior to the date which is two (2) Business Days following the Company’s first filing with the SEC after the Closing Date of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q. Subject to the terms of this Agreement, the Company shall not be obligated to so notify any S-3 Purchaser or to so include such S-3 Purchaser's Registrable Securities after the first year anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase). The Company shall use its commercially reasonable best efforts to cause such registration statement to become have the Registration Statement declared effective as soon as possible practicable after such filing if not otherwise effective upon filing and remain to keep the Registration Statement continuously effective and in compliance with the Securities Act and usable for resale of Registrable Securities covered thereby from the period ending on date of its initial effectiveness until the earlier of (i) 90 days from the date on which such Registrable Securities have been disposed of effectiveness of said registration statement and in accordance with the Registration Statement or pursuant to Rule 144 or (ii) the sale of all of such Registrable Securities held by may be sold pursuant to Rule 144 without any limitation as to manner-of- sale restrictions or volume limitations (such Registering Purchasersperiod, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require the Company to maintain any Registration Statement once all Shares cease to be Registrable Securities. (c) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 3.1 or Section 3.2 with respect to Registrable Securities of a Holder that the Holder shall furnish to the Company such information regarding such Holder as required under Section 3.4(a).

S-3 Registration. At any time that the Company is eligible to use Form S‑3, a Principal Holder may request (a) Subject to the terms and conditions of this Agreement, on or after the 60th day after the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the 60th day after the closing of such purchase) until the first anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase), any S-3 Purchaser may make one (1) by written request notice to the Company for stating the number of Registrable Securities proposed to be sold and the intended method of disposition) that the Company file a registration statement on Form S-3 (an “S-3 Registration”) for a Public Offering of all or any successor thereto portion of such Holder’s Registrable Securities, or that the Company take all steps necessary to include such Registrable Securities in a Form S-3 that the Company has previously filed under Rule 415 under the Securities Act of the sale of Registrable Securities held by such S-3 Purchaser (the "S-3 Registration"); provided that (i) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such Registrable Securities, (ii) the Company shall not be obligated to effect any S-3 Registration unless the proceeds to be realized in connection with such S-3 Registration shall not reasonably be expected to be less than $1,000,000, (iii) the Company shall not be obligated to effect more than two (2) S-3 Registrations pursuant to this Agreement and (iv) the Company shall not be obligated to effect more than one (1) S-3 Registration pursuant to this Agreement within any 4-month period. Promptly following receipt of any request for an S-3 Registration under this Section 8.2.2(a), the Company shall immediately notify any S-3 Purchasers holding Registrable Securities from whom a request for an S-3 Registration has not been received and shall include in such S-3 Registration such Registrable Securities as such S-3 Purchasers may specify in writing within 10 Business Days after receipt of such notice; provided, however, that the Company shall not be obligated to so notify any S-3 Purchaser or to so include such S-3 Purchaser's Registrable Securities after the first year anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase)Act. The Company shall use its reasonable best efforts to cause keep any S-3 Registration continuously effective under the Securities Act until the date as of which all Registrable Securities have been sold pursuant to such S-3 Registration or another Registration Statement filed under the Securities Act (such period of effectiveness, the “Shelf Period”). The Company shall not be deemed to have used its reasonable best efforts to keep any S-3 Registration effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Holders not being able to offer and sell any Registrable Securities pursuant to such S-3 Registration during the Shelf Period, unless such action or omission is (x) permitted pursuant to Section 2(c) or (y) required by applicable law, rule or regulation. Whenever the Company is required pursuant to this Section 4 to effect the registration statement of Registrable Securities, each of the procedures and requirements of Section 2 (including but not limited to become effective as soon as possible the requirement that the Company notify all Holders from whom notice has not been received and remain effective provide them with the opportunity to participate in the offering and the postponement, withdrawal and suspension provisions) shall apply to such registration. If at the time of such request the Company is a WKSI, such S-3 Registration shall, upon the approval of the Board, cover an unspecified number of Common Stock to be sold by the Company and the Holders. The Company will use its reasonable best efforts to qualify for Form S-3 registration or a similar short-form registration. Notwithstanding the period ending foregoing, the Company shall have no obligation to effect any underwritten offering pursuant to this Section 4 involving Substantial Marketing Efforts if, based on the earlier of (i) 90 days from current market prices, the date of effectiveness of said registration statement and (ii) the sale of all number of Registrable Securities held requested to be included in such offering by such Registering Purchasersthe Holders would not yield gross proceeds to the selling Holders of at least $25 million.

S-3 Registration. (ai) Subject to the terms and conditions of this Agreement, on or If at any time after the 60th day after the Closing Date date hereof (or, in the case of i) any Investor requests (a “S-3 Purchaser who purchased Purchased Shares after the Closing Date, the 60th day after the closing of such purchaseRequest”) until the first anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase), any S-3 Purchaser may make one (1) written request to that the Company for file a registration statement on Form S-3 or any successor form thereto under the Securities Act for a public offering of all or any portion of the sale shares of Registrable Securities held by such Investor or Investors, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000 or, if the foregoing is not satisfied, all of the Registrable Securities held by the Investors making the S-3 Purchaser Request are included in the S-3 Registration and (the "S-3 Registration"); provided that (iii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, prepare and, as soon as practicable, but in no event later than the S-3 Filing Deadline, file with the SEC a Shelf Registration Statement on Form S-3 covering the resale of all of the Registrable Securities, provided that such Shelf Registration Statement shall register for resale at least the number of shares of Common Stock equal to the Required Shelf Registration Amount as of the date such Shelf Registration Statement is initially filed with the SEC; provided, that if such registration is for an Underwritten Offering, the terms of Sections 2(a)(ii) and 2(a)(iv)2(a)(iv) shall alternatively apply (ii) and any reference to “Demand Registration” therein shall, for purposes of this Section 2(c), instead be deemed a reference to “S-3 Registration”), and provided further, that such request for an Underwritten Offering on Form S-3 shall be deemed a Demand Registration and subject to the Company shall not be obligated to effect any S-3 limitations for purposes of Section 2(a)(iii). Such Shelf Registration unless the proceeds Statement, and each other Shelf Registration Statement required to be realized filed pursuant to the terms of this Agreement (to the extent such Shelf Registration is not in connection with such S-3 Registration an Underwritten Offering), shall not reasonably be expected to be less than $1,000,000, contain (iiiexcept if otherwise directed by the Required Investors) the Company shall not be obligated to effect more than two (2) S-3 Registrations pursuant to this Agreement “Selling Stockholders” and (iv) the Company shall not be obligated to effect more than one (1) S-3 Registration pursuant to this Agreement within any 4-month period. Promptly following receipt of any request for an S-3 Registration under this Section 8.2.2(a), the Company shall immediately notify any S-3 Purchasers holding Registrable Securities from whom a request for an S-3 Registration has not been received and shall include in such S-3 Registration such Registrable Securities as such S-3 Purchasers may specify in writing within 10 Business Days after receipt of such notice; provided, however, that the Company shall not be obligated to so notify any S-3 Purchaser or to so include such S-3 Purchaser's Registrable Securities after the first year anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase). The Company shall use its reasonable best efforts to cause such registration statement to become effective as soon as possible and remain effective for the period ending on the earlier of (i) 90 days from the date of effectiveness of said registration statement and (ii) the sale of all of Registrable Securities held by such Registering Purchasers.“

S-3 Registration. If at any time (ai) Subject to the terms and conditions one or more Holders of this Agreement, on Registrable Securities representing 10% or after the 60th day after the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the 60th day after the closing of such purchase) until the first anniversary more of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase), any S-3 Purchaser may make one (1) written Registrable Securities then outstanding request to that the Company for file a registration statement on Form S-3 or any successor form thereto under the Securities Act for a public offering of all or any portion of the sale shares of Registrable Securities held by such S-3 Purchaser Holder or Holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and (the "S-3 Registration"); provided that (iii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, as expeditiously as possible following such Request, use its best efforts to register under the Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the intended methods of disposition specified in such Request or any subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests; provided, that if such registration is for an Underwritten Offering, the terms of Sections 2.1(b) and 2.1(d) shall apply (and any reference to “Demand Registration” therein shall, for purposes of this Section 2.3, instead be deemed a reference to “S-3 Registration”). Whenever the Company is required by this Section 2.3 to use its best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2.1(a) and 2.1(e) (ii) including but not limited to the requirements that the Company shall not be obligated to effect any S-3 Registration unless the proceeds to be realized in connection with such S-3 Registration shall not reasonably be expected to be less than $1,000,000, (iiiA) the Company shall not be obligated to effect more than two (2) S-3 Registrations pursuant to this Agreement and (iv) the Company shall not be obligated to effect more than one (1) S-3 Registration pursuant to this Agreement within any 4-month period. Promptly following receipt notify all Holders of any request for an S-3 Registration under this Section 8.2.2(a), the Company shall immediately notify any S-3 Purchasers holding Registrable Securities from whom a request such Request for an S-3 Registration registration has not been received and shall include provide them with the opportunity to participate in the offering and (B) use its best efforts to have such S-3 Registration such Registrable Securities as such S-3 Purchasers may specify in writing within 10 Business Days after receipt of such notice; provided, however, that the Company shall not be obligated to so notify any S-3 Purchaser or to so include such S-3 Purchaser's Registrable Securities after the first year anniversary of the Closing Date (or, in the case of any S-3 Purchaser who purchased Purchased Shares after the Closing Date, the first anniversary of the closing of such purchase). The Company shall use its reasonable best efforts to cause such registration statement to become effective as soon as possible Statement declared and remain effective for the time period ending on specified herein) shall apply to such registration (and any reference in such Sections 2.1(a) and 2.1(e) to “Demand Registration” shall, for purposes of this Section 2.3, instead be deemed a reference to “S-3 Registration”). Notwithstanding anything to the earlier of (i) contrary contained herein, no Request may be made under this Section 2.3 within 90 days from after the effective date of effectiveness of said registration statement and (ii) a Registration Statement filed by the sale of all Company covering a firm commitment Underwritten Offering in which the Holders of Registrable Securities held by such Registering Purchasersshall have been entitled to join pursuant to this Agreement in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been requested. There is no limitation on the number of S-3 Registrations that the Company is obligated to effect. The registration rights granted pursuant to the provisions of this Section 2.3(a) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.