Common use of Resale Registration Statement Clause in Contracts

Resale Registration Statement. (a) Within ninety (90) days after the Closing Date, Parent shall file (the date of such filing, the (“Filing Date”) with the SEC a registration statement on Form S-1 under the Securities Act (including any amendment, supplement or new registration statement contemplated herein, the “Registration Statement”), providing for the offering and sale or other disposition by the Company’s Securityholders of (A) all of the shares of Parent Common Stock to be issued to such Company Securityholders at Closing (the “Closing Shares”) and (B) the maximum number of Contingent Shares that may be issued (together with the Closing Shares, the “Consideration Shares”). Parent agrees to use commercially reasonable efforts to cause the Registration Statement and each registration statement filed pursuant to the next sentence to become effective as soon as practicable after the Filing Date or date specified in the next sentence, as applicable. If the actual number of Consideration Shares exceeds the number of shares registered under the Registration Statement for any reason, Parent shall file, within thirty (30) days after Parent has notice that the number of Consideration Shares exceeds the number of shares registered under the Registration Statement, an amendment to the Registration Statement or file a new registration statement on Form S-1 (or Form S-3 if Parent is then eligible to use Form S-3 for a secondary offering) covering the resale to the public by the Company Securityholders of all such excess Consideration Shares. The Company Securityholders shall cooperate with and provide such assistance to Parent, as Parent may reasonably request, in connection with any registration and sale of the Consideration Shares, including without limitation, accurately completing and executing customary selling securityholder questionnaires within thirty (30) days after the Closing Date. Parent shall pay (X) all expenses incurred by it in complying with its obligations under this Section 5.13, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountant for Parent and other advisors or persons retained by Parent in connection with the filing, and (Y) the reasonable fees and expenses of one counsel for the Company Securityholders, such fees and expenses not to exceed Twenty-Five Thousand Dollars ($25,000).

Resale Registration Statement. (a) Within ninety (90) The Buyer agrees that, within 90 days after the Closing Datefollowing Completion, Parent shall it will file (the date of such filing, the (“Filing Date”) with the SEC a registration statement on Form S-1 S-3, or such other form under the Securities Act of 1933, as amended (including any amendment, supplement or new registration statement contemplated herein, the “Securities Act”) then available to the Buyer, providing for the resale pursuant to Rule 415 from time to time, and on a continuing basis, by each holder thereof (each a “Holder”), of the Registrable Securities (such registration statement, including the prospectus, any pre-effective or post-effective amendments and supplements thereto, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, therein being hereinafter referred to as the “Resale Registration Statement”), providing for the offering and sale or other disposition by the Company’s Securityholders of (A) all of the shares of Parent Common Stock to be issued to such Company Securityholders at Closing (the “Closing Shares”) and (B) the maximum number of Contingent Shares that may be issued (together with the Closing Shares, the “Consideration Shares”). Parent agrees to The Buyer shall use commercially reasonable efforts to cause the Resale Registration Statement to be declared effective by the United States Securities and each registration statement filed pursuant Exchange Commission (the “Commission”) as promptly as practicable following such filing; provided, however, that the Buyer will be permitted to postpone or suspend (upon written notice to the next sentence Holders) the filing or the effectiveness of the Resale Registration Statement (on one or more occasions) if (x) the Buyer’s Board of Directors determines in its reasonable judgment that the filing or effectiveness of the Resale Registration Statement would have a material adverse effect on any proposal or plan by the Buyer to become effective as soon as practicable after the Filing Date engage in any debt or date specified equity offering, material acquisition or disposition of assets (other than in the next sentenceordinary course of business) or any merger, as applicable. If consolidation, tender offer or other similar transaction, or (y) the actual number of Consideration Shares exceeds the number of shares registered under the Registration Statement for any reason, Parent shall file, within thirty (30) days after Parent has notice that the number of Consideration Shares exceeds the number of shares registered under the Registration Statement, an amendment to the Registration Statement or file a new registration statement on Form S-1 (or Form S-3 if Parent is then eligible to use Form S-3 for a secondary offering) covering the resale to the public by the Company Securityholders of all such excess Consideration Shares. The Company Securityholders shall cooperate with and provide such assistance to Parent, as Parent may reasonably request, in connection with any registration and sale disclosure requirements of the Consideration Shares, including without limitation, accurately completing and executing customary selling securityholder questionnaires within thirty (30) days after the Closing Date. Parent shall pay (X) all expenses incurred by it in complying with its obligations under this Section 5.13, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountant for Parent and other advisors or persons retained by Parent Securities Act in connection with the filingResale Registration Statement would require the Buyer to include material information (including information to supplement, update or correct existing disclosures) that has not theretofore been included or incorporated by reference in the Resale Registration Statement and (Y) the Buyer’s Board of Directors has determined in its reasonable fees and expenses of one counsel for judgment that the Company Securityholders, such fees and expenses Buyer has a bona fide business reason not to disclose such material information; provided, that the aggregate number of days the Buyer shall be permitted to so postpone or suspend the effectiveness of the Resale Registration Statement shall not exceed Twenty-Five Thousand Dollars an aggregate of ninety ($25,00090) days in any period of twelve ((12) consecutive months); and further provided, that the period of effectiveness referred to in paragraph 1.4.1 below shall be extended by the duration of any such suspension of effectiveness.

Resale Registration Statement. (a) Within ninety (90) 45 days after the Closing DateEffective Time, Parent shall file (the date of such filing, the (“Filing Date”) with the SEC SEC, and thereafter use its commercially reasonable best efforts to have declared effective as soon as practicable, a “shelf” registration statement on Form S-1 S-3 (or if Parent is not eligible to use Form S-3, any other form that Parent is eligible to use) (a “Shelf Registration Statement”) pursuant to Rule 415 promulgated under the Securities Act covering the resale (i) by former affiliates of the Company as set forth in Section 5.7(d) of the Company Disclosure Letter including any amendment, supplement or new registration statement former affiliates of the Company who may following the consummation of the Merger and the other transactions contemplated herein, hereby will be current affiliates of Parent (the “Registration StatementAffiliate Stockholders”), providing for the offering and sale or other disposition by the Company’s Securityholders ) of (A) all of the shares of Parent Common Stock issued pursuant to be issued to such this Agreement as consideration and (ii) by holders of Company Securityholders at Closing Warrants (the “Closing SharesCompany Warrant Holders”) and of shares of Parent Common Stock issuable upon exercise of Company Warrants or warrants issued by Parent in exchange therefor (B) the maximum number of Contingent Shares that may be issued (together with the Closing Sharescollectively, the “Consideration Registrable Shares”). In its discretion, Parent agrees will be permitted to register any other shares for resale by other eligible selling stockholders using the Shelf Registration Statement. Parent shall use commercially reasonable efforts to cause keep the Shelf Registration Statement continuously effective and each registration statement filed usable for the resale of the Registrable Shares covered thereby for a period commencing on the date on which the SEC declares such Shelf Registration Statement effective and ending on the earlier of (x) the date upon which all of the Registrable Shares first become eligible for resale pursuant to the next sentence to become effective as soon as practicable after the Filing Date or date specified in the next sentence, as applicable. If the actual number of Consideration Shares exceeds the number of shares registered Rule 145 under the Securities Act without restriction or (y) the first date upon which all of the Registrable Shares covered by such Shelf Registration Statement for any reason, Parent shall file, within thirty (30) days after Parent has notice that the number of Consideration Shares exceeds the number of shares registered under the have been sold pursuant to such Shelf Registration Statement, an amendment to the Registration Statement or file a new registration statement on Form S-1 (or Form S-3 if Parent is then eligible to use Form S-3 for a secondary offering) covering the resale to the public by the Company Securityholders of all such excess Consideration Shares. The Company Securityholders shall cooperate with and provide such assistance to Parent, as Parent may reasonably request, in connection with any registration and sale of the Consideration Shares, including without limitation, accurately completing and executing customary selling securityholder questionnaires within thirty (30) days after the Closing Date. Parent shall pay (X) all expenses incurred by it in complying with its obligations under this Section 5.13, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountant for Parent and other advisors or persons retained by Parent in connection with the filing, and (Y) the reasonable fees and expenses of one counsel for the Company Securityholders, such fees and expenses not to exceed Twenty-Five Thousand Dollars ($25,000).

Resale Registration Statement. (a) Within ninety Parent shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable following the Closing Date (90but in no event later than thirty (30) days after following the Closing Date), Parent shall file (the date a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 of such filing, the (“Filing Date”) with the SEC a registration statement on Form S-1 under the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (including as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any amendment, supplement or new registration statement contemplated hereinother Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Registration StatementHolders”), providing for the offering and sale or other disposition by the Company’s Securityholders ) of (A) all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to be issued to such Company Securityholders at Closing Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Shares”) and (B) the maximum number of Contingent Shares that may be issued (together with the Closing SharesConsideration or Pubco Shareholder Issuance so registered, the “Consideration Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent agrees at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement and each registration statement filed pursuant to the next sentence to become be declared effective as soon as practicable possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the Filing Date date Parent is notified (orally or date specified in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the next sentence, as applicable. If the actual number of Consideration Shares exceeds the number of shares registered under the Resale Shelf Registration Statement for any reasonare contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent shall file, within thirty (30) days after Parent has notice that the number of Consideration Shares exceeds the number of shares registered under the Registration Statement, an amendment to the Registration Statement or file a new registration statement on Form S-1 (or Form S-3 if Parent is then eligible to use Form S-3 for a secondary offering) covering the resale to the public be held by the Company Securityholders Holders and the intended method of all disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such excess Consideration Shares. The Company Securityholders shall cooperate documents in connection with and provide such assistance to Parent, registration as Parent may reasonably request, request that are customary of a selling stockholder in connection with any registration and sale of the Consideration Shares, including without limitation, accurately completing and executing customary selling securityholder questionnaires within thirty (30) days after the Closing Date. Parent shall pay (X) all expenses incurred by it in complying with its obligations under this Section 5.13, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountant for Parent and other advisors or persons retained by Parent in connection with the filing, and (Y) the reasonable fees and expenses of one counsel for the Company Securityholders, such fees and expenses not to exceed Twenty-Five Thousand Dollars ($25,000)similar situations.

Resale Registration Statement. (a) Within ninety (90) days after Medaphis shall prepare and file with the Closing Date, Parent shall file Securities and Exchange Commission (the date of such filing, the (“Filing Date”"Commission") with the SEC a registration statement on Form S-1 under the Securities Act (including any amendment, supplement or new registration statement contemplated herein, the “Registration Statement”), providing for the offering and sale or other disposition by the Company’s Securityholders of (A) all of the shares of Parent Common Stock to be issued to such Company Securityholders at Closing (the “Closing Shares”) and (B) the maximum number of Contingent Shares that may be issued (together with the Closing Shares, the “Consideration Shares”). Parent agrees to use commercially reasonable efforts to cause the Registration Statement and each registration statement filed pursuant to the next sentence to become effective as soon as practicable after the Filing Date date hereof a registration statement (the "Registration Statement) on Form S-3 or date specified other available form with respect to resale of the Settlement Shares by the MMS Shareholders and shall use its reasonable best efforts to have the Registration Statement declared effective by the Commission as promptly as practicable thereafter. Medaphis and each of the MMS Shareholders will cooperate in the next sentence, as applicable. If the actual number preparation of Consideration Shares exceeds the number of shares registered under the Registration Statement for any reasonthe Settlement Shares and will furnish each other with all information concerning themselves, Parent shall file, within thirty (30) days after Parent has notice that the number of Consideration Shares exceeds the number of shares registered under and such other matters as may be reasonably necessary or 10 advisable for the Registration Statement, an filings under the state securities laws, and any other statement or application made by or on behalf of Medaphis or any of the MMS Shareholders to any governmental body in connection with this Settlement Agreement and the transactions contemplated hereby. Medaphis shall provide a reasonable opportunity for the MMS Shareholders to review a draft of the Registration Statement, and any amendment or supplement thereto, and to correct any information with respect to the MMS Shareholders prior to the time the Registration Statement is filed with the Commission. Medaphis agrees to maintain the effectiveness of the Registration Statement from the date on which the Commission declares the Registration Statement to be effective through the first to occur of (i) the first anniversary of the Closing and the effectiveness of the respective releases provided under Section 2.0; (ii) the date on which each of the MMS Shareholders is no longer subject to any restriction on resale pursuant to Rule 144 promulgated under the Securities Act ("Rule 144"); and (iii) the date on which each of the MMS Shareholders shall have sold all of the Settlement Shares held by such person. Notwithstanding the preceding sentence, if the Board of Directors of Medaphis determines in good faith that it is in the best interests of the stockholders of Medaphis not to disclose the existence of facts surrounding any proposed or pending acquisition, disposition, strategic alliance, financing transaction, or other pending material event involving Medaphis, Medaphis, by written notice to the MMS Shareholders, may suspend the rights of the MMS Shareholders to make sales pursuant to the Registration Statement; provided that such period of suspension shall not exceed forty-five (45) days during the period in which the Registration Statement or file a new registration statement on Form S-1 (or Form S-3 if Parent is then eligible required to use Form S-3 for a secondary offering) covering the resale remain effective as provided herein. In addition to the public by the Company Securityholders of all such excess Consideration Shares. The Company Securityholders shall cooperate with and provide such assistance to Parent, as Parent may reasonably requestforegoing, in connection with any registration and sale of the Consideration Shares, including without limitation, accurately completing and executing customary selling securityholder questionnaires within thirty (30) days after the Closing Date. Parent shall pay (X) all expenses incurred by it in complying with its obligations under this Section 5.13, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountant for Parent and other advisors or persons retained by Parent in connection with the filing, and (Y) effectiveness of the reasonable fees and expenses of one counsel for the Company SecurityholdersRegistration Statement, such fees and expenses not to exceed Twenty-Five Thousand Dollars ($25,000).Medaphis will:

Resale Registration Statement. Within five (a5) Within ninety (90) days after Business Days following the Closing Date, Parent Pensare shall prepare and file (the date of such filing, the (“Filing Date”) or cause to be prepared and filed with the SEC SEC, a registration statement on Form S-1 under the Securities Act S-3 or such other applicable form (including any amendment, supplement as amended or new registration statement contemplated hereinsupplemented from time to time, the “Registration Statement”), providing for in connection with the registration under the Securities Act of an offering and sale or other disposition by to be made on a continuous basis pursuant to Rule 415 of the Company’s Securityholders of (A) all Securities Act, registering the resale from time-to-time of the shares of Parent Pensare Common Stock to be issued to Holdings pursuant to this Agreement (including any such Company Securityholders at Closing shares of Pensare Common Stock transferred by Holdings to its members) (the “Closing Shares”) and (B) the maximum number of Contingent Shares that may be issued (together with the Closing Shares, the “Consideration SharesRegistrable Securities”). Parent agrees to Pensare shall use commercially its reasonable best efforts to cause the Registration Statement to comply with the rules and each regulations promulgated by the SEC, including providing any necessary opinions of counsel, and to have the Registration Statement declared effective under the Securities Act. Notwithstanding the foregoing, Pensare’s obligations under this Section 8.12 are contingent upon Holdings (and any members of Holdings to which Holdings transferred Registrable Securities) furnishing in writing to Pensare such information regarding Holdings (or such members of Holdings), the securities of Pensare held by Holdings (or its affiliates) and the intended method of disposition of the Registrable Securities as shall be reasonably requested by Pensare to effect the registration statement filed pursuant of such Registrable Securities, and shall execute such documents in connection with such registration as Pensare may reasonably request that are customary of a selling stockholder in similar situations. Pensare shall use reasonable best efforts to cause the next sentence Registration Statement to become be declared effective as soon as practicable possible after the Filing Date or date specified filing, but in the next sentence, as applicable. If the actual number of Consideration Shares exceeds the number of shares registered under the Registration Statement for any reason, Parent shall file, within thirty no event later than sixty (3060) days after Parent has notice following the filing deadline (the “Effectiveness Deadline”); provided, that the number of Consideration Shares exceeds the number of shares registered under the Registration Statement, an amendment Effectiveness Deadline shall be extended to the Registration Statement or file a new registration statement on Form S-1 ninety (or Form S-3 if Parent is then eligible to use Form S-3 for a secondary offering) covering the resale to the public by the Company Securityholders of all such excess Consideration Shares. The Company Securityholders shall cooperate with and provide such assistance to Parent, as Parent may reasonably request, in connection with any registration and sale of the Consideration Shares, including without limitation, accurately completing and executing customary selling securityholder questionnaires within thirty (3090) days after the Closing Datefiling deadline if the Registration Statement is reviewed by, and receives comments from, the staff of the SEC. Parent Once effective, Pensare shall pay use reasonable best efforts to keep the Registration Statement continuously effective and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available for the resale of the Registrable Securities; provided, however, that as to any particular Registrable Securities, such securities shall cease to be Registrable Securities (Xand Pensare shall have no further obligations to maintain the effectiveness of the Registration Statement with respect thereto) all when: (a) such securities shall have been sold, transferred, disposed of or exchanged in accordance with the Registration Statement (or another registration statement filed under the Securities Act); (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by Pensare and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding; or (d) such securities are freely saleable under Rule 144 without volume or manner of sale limitations. Pensare shall bear its own costs and expenses incurred by it in complying associated with its obligations under this Section 5.13, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountant for Parent and other advisors or persons retained by Parent in connection with the filing, and (Y) the reasonable fees and expenses of one counsel for the Company Securityholders, such fees and expenses not to exceed Twenty-Five Thousand Dollars ($25,000)8.12.

Resale Registration Statement. (a) Within ninety (90) days after Promptly following the Closing Agreement Date, Parent shall file (the date of such filing, the (“Filing Date”) with the SEC prepare a registration statement on Form S-1 under registering the Securities Act (including any amendment, supplement or new registration statement contemplated herein, the “Registration Statement”), providing for the offering and sale or other disposition resale by the Company’s Securityholders of (A) all Accredited Stockholders of the shares of Parent Class A Common Stock to be issued to the Accredited Stockholders hereunder (such Company Securityholders at Closing (the “Closing Shares”) and (B) the maximum number of Contingent Shares that may be issued (together with the Closing Sharesshares, the “Consideration Registrable Shares,” and such registration statement, the “Resale Registration Statement”); provided that any such securities shall cease to be Registrable Shares on the earliest to occur of when (i) such Registrable Shares have been disposed of in accordance with the Resale Registration Statement, (ii) such Registrable Shares shall have been sold in accordance with Rule 144 (or any similar provision then in effect), (iii) such Registrable Shares have been transferred in a transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities in accordance with the terms of this Agreement, (iv) with respect to a holder, such securities are eligible for resale by such holder, together with its Affiliates, pursuant to Rule 144 under the Securities Act (or other exemption from registration under the Securities Act) without any volume, manner of sale or other limitations or (v) such Registrable Securities have ceased to be outstanding. Parent agrees to The Company shall use its commercially reasonable efforts to cause the Registration Statement to be completed, executed and each registration statement filed pursuant to the next sentence to become effective as soon as practicable after the Filing Date or date specified in the next sentence, as applicable. If the actual number of Consideration Shares exceeds the number of shares registered under the Registration Statement for any reason, Parent shall file, within thirty (30) days after Parent has notice that the number of Consideration Shares exceeds the number of shares registered under the Registration Statement, an amendment to the Registration Statement or file a new registration statement on Form S-1 (or Form S-3 if Parent is then eligible to use Form S-3 for a secondary offering) covering the resale to the public delivered by the Company Securityholders of Stockholders and the Company Warrantholders who are, or who the Company reasonably believes to be, Accredited Stockholders, the Selling Stockholder Questionnaires in the form attached hereto as Exhibit I (the “Selling Stockholder Questionnaires”), and will provide all such excess Consideration Shares. The completed Selling Stockholder Questionnaires that it receives back from Company Securityholders shall cooperate with Stockholders and provide such assistance the Company Warrantholders to Parent, . Each Accredited Stockholder who has returned a properly completed Selling Stockholder Questionnaire is referred to herein as Parent may reasonably request, in connection with any registration and sale of the Consideration Shares, including without limitation, accurately completing and executing customary selling securityholder questionnaires within thirty (30) days after the Closing Date. Parent shall pay (X) all expenses incurred by it in complying with its obligations under this Section 5.13, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountant for Parent and other advisors or persons retained by Parent in connection with the filing, and (Y) the reasonable fees and expenses of one counsel for the Company Securityholders, such fees and expenses not to exceed Twenty-Five Thousand Dollars ($25,000)a “Selling Stockholder.”

Resale Registration Statement. (a) Within ninety (90) days after the Closing Datedate, Parent Buyer shall file (the date of such filing, the (“Filing Date”) with the SEC a resale registration statement on Form S-1 or shall amend by post-effective amendment any existing registration statement on Form S-1 to register the resale of the Buyer Units under the Securities Act (including any amendmentAct. Thereafter, supplement or new registration statement contemplated herein, the “Registration Statement”), providing for the offering and sale or other disposition by the Company’s Securityholders of (A) all of the shares of Parent Common Stock to be issued to such Company Securityholders at Closing (the “Closing Shares”) and (B) the maximum number of Contingent Shares that may be issued (together with the Closing Shares, the “Consideration Shares”). Parent agrees to Buyer shall use commercially reasonable efforts to cause the Registration Statement and each such registration statement filed pursuant or post-effective amendment to the next sentence to become be declared effective as soon as practicable reasonably practical after the Filing Date or date specified in filing thereof and to keep the next sentence, as applicable. If the actual number of Consideration Shares exceeds the number of shares registered registration statement continuously effective under the Registration Statement Securities Act until all Buyer Units have been sold pursuant to such registration statement or until Buyer Units are eligible to have restrictive legends removed under Rule 144(k) as promulgated under the Securities Act; provided however, Buyer may suspend or delay effectiveness of such registration statement or post-effective amendment if allowed to and for such time as set forth in any reason, Parent shall file, registration rights agreement filed as an exhibit to any report filed by Buyer with the Securities and Exchange Commission. Buyer further agrees to file a post-effective amendment to convert the registration statement to a registration statement on Form S-3 under Rule 415 as promulgated under the Securities Act within thirty (30) days after Parent has notice that the number of Consideration Shares exceeds the number of shares registered under the Registration Statement, an amendment to the Registration Statement or file a new registration statement on Form S-1 (or Form S-3 if Parent is then eligible Buyer’s eligibility to use such Form S-3 for a secondary offeringprimary offering of securities. Additionally, the Sellers hereby agree that, without the prior written consent of Buyer, neither Seller will, during the period commencing on the Closing Date and ending 180 days thereafter (i) covering offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the resale sale of, lend or otherwise dispose of or transfer, directly or indirectly, any equity securities of Buyer, or any securities convertible into or exercisable or exchangeable for equity securities of Buyer, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any equity securities of Buyer, whether any such transaction described in clause(i) or (ii) above is to be settled by delivery of Common Units of Buyer or such other securities, in cash or otherwise; provided, however, that the public restrictions described in clauses (i) and (ii) shall not apply to Common Units (a) transferred as a gift or gifts or as intra-family transfers or transfers to trusts or family limited partnerships for estate planning purposes; provided that any donee thereof agrees in writing to be bound by the Company Securityholders terms of all such excess Consideration Shares. The Company Securityholders shall cooperate with and provide such assistance to Parent, as Parent may reasonably request, in connection with any registration and sale of the Consideration Shares, including without limitation, accurately completing and executing customary selling securityholder questionnaires within thirty (30) days after the Closing Date. Parent shall pay (X) all expenses incurred by it in complying with its obligations under this Section 5.132.2(d) or (b) subject to bona fide pledges of securities or transfers to Affiliates, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses provided the pledgee of counsel for Parent, accountant for Parent and other advisors such securities or persons retained the Affiliate agrees in writing to be bound by Parent in connection with the filing, and (Y) the reasonable fees and expenses terms of one counsel for the Company Securityholders, such fees and expenses not to exceed Twenty-Five Thousand Dollars ($25,000this Section 2.2(d).

Resale Registration Statement. (a) Within ninety Each of Acquirer and the Company shall cooperate with respect to the preparation and filing with the SEC of a registration statement of Acquirer registering the resale by Company Securityholders holding shares of Acquirer Common Stock issued hereunder following the Closing (90including those Acquirer Common Stock that would reasonably be expected to be issued in connection with the Milestone Payments, assuming the Maximum Milestone Payment is payable) (the “Resale Registration Statement”). In respect of such Resale Registration Statement, Acquirer will use, if eligible, in order of priority: (i) an automatic shelf registration statement on Form S-3 pursuant to Rule 462(e) under the Securities Act (an “Automatic Resale Registration Statement”) or (ii) another appropriate form including a Form S-1 resale shelf. Acquirer shall prepare such Resale Registration Statement and any required Form 8-K/A attaching the Required Financials (the “Form 8-K/A”), with the cooperation of the Company, and, subject to Acquirer’s timely receipt of the Reporting Information and the Company’s performance and compliance with its covenants set forth in this Section 5.15, Acquirer shall use its commercially reasonable efforts to have such Form 8-K/A, if applicable, and Resale Registration Statement ready for filing with the SEC as soon as reasonably practicable following the Closing, which in any event shall be no later than 40 days after the Closing Date, Parent provided that Acquirer shall only be obligated to file the Resale Registration Statement (i) during an “open trading window” as determined by Acquirer’s ixxxxxx xxxxxxx policies, (ii) a reasonable period of time after Acquirer’s receipt of the date of such filingReporting Information (which, in no event, shall be more than 20 days after receipt thereof), and (iii) after the Form 8-K/A, if applicable, is prepared and filed. Acquirer will cause the Resale Registration Statement (“Filing Date”including the documents incorporated therein by reference) to comply as to form in all material respects with the SEC a registration statement on Form S-1 under applicable provisions of the Securities Act (including any amendment, supplement or new registration statement contemplated herein, and the “Registration Statement”), providing for the offering rules and sale or other disposition by the Company’s Securityholders of regulations thereunder. The Company shall use its commercially reasonable efforts to: (A) all of deliver to Acquirer prior to Closing the shares of Parent Common Stock to be issued to such Company Securityholders at Closing (the “Closing Shares”) and Required Financials, (B) upon Acquirer’s request, assist Acquirer and its Representatives in the maximum number preparation of Contingent Shares any pro forma financial statements of Acquirer that may be issued (together required in connection with Acquirer’s SEC reporting obligations related to this Agreement or any of the Closing Shares, Transactions or the “Consideration Shares”). Parent agrees to use commercially reasonable efforts to cause filing of the Registration Statement and each registration statement filed pursuant to the next sentence to become effective as soon as practicable after the Filing Date or date specified in the next sentence, as applicable. If the actual number of Consideration Shares exceeds the number of shares registered under the Registration Statement for any reason, Parent shall file, within thirty (30) days after Parent has notice that the number of Consideration Shares exceeds the number of shares registered under the Resale Registration Statement, an amendment to the Registration Statement or file a new registration statement on Form S-1 (or Form S-3 if Parent is then eligible to use Form S-3 for a secondary offeringC) covering the resale to the public by the Company Securityholders of all promptly furnish such excess Consideration Shares. The Company Securityholders shall cooperate with and provide such assistance to Parent, information as Parent Acquirer may reasonably request, request in connection with such financial statements, the Resale Registration Statement, or the performance of Acquirer’s SEC reporting obligations relating to this Agreement or any registration and sale of the Consideration SharesTransactions; and (D) complete, including without limitationexecute, accurately completing acknowledge and executing customary selling securityholder deliver, or cause to be completed, executed, acknowledged and delivered by the appropriate representatives of the Company or Company Securityholders, in each case, such questionnaires within thirty (30) days after the Closing Date. Parent shall pay (X) all expenses incurred by it in complying with its obligations under this Section 5.13, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountant for Parent and other advisors or persons retained documents, certificates and instruments as may be reasonably requested by Parent the Acquirer in connection with the filingfiling of the Resale Registration Statement or the financial statements or the performance of Acquirer’s SEC reporting obligations relating to this Agreement or any of the Transactions, and (YE) cause the reasonable fees Company’s auditors to deliver any consent required to file the Required Financials to comply with Acquirer’s SEC reporting obligations or file the Resale Registration Statement (the Required Financials, together with the information in (B), (C) and expenses (D), the “Reporting Information”). The Company acknowledges and agrees that it is responsible for identifying, determining and effecting any necessary adjustments required to the Required Financials in order to be in the form required by Rule 3-05 of one counsel for Regulation S-X of the Company Securityholders, such fees and expenses not to exceed Twenty-Five Thousand Dollars ($25,000).Securities Act. 62

Resale Registration Statement. Prior to the Pre-Closing, UbiquiTel Parent, and the Stockholders and all Xxxxx Stockholders who receive UbiquiTel Shares hereunder (a) Within ninety (90) days after collectively the Closing Date"Selling Stockholders"), Parent shall file jointly prepare a registration statement (the date of such filing, the "Resale Registration Statement") on Form S-3 (“Filing Date”or Form S-1 if UbiquiTel Parent is not then eligible to file on Form S-3) to be filed with the SEC in connection with the resale by the Selling Stockholders of the shares of UbiquiTel Stock that the Selling Stockholders and holders of PARs receive pursuant to the terms of the Mergers in accordance with the Securities Act. If UbiquiTel's counsel determines that UbiquiTel may file the Resale Registration Statement prior to the Closing, then UbiquiTel shall file the Resale Registration Statement with the SEC as soon as possible following the Pre-Closing. If UbiquiTel's counsel determines it cannot file the Resale Registration Statement until after the Closing, then UbiquiTel shall file the Resale Registration Statement not later than the 3rd business day following the Closing. UbiquiTel Parent shall give the Selling Stockholders and their counsel reasonable time to review and comment on any and all documents to be filed with the SEC in connection with the Resale Registration Statement. UbiquiTel Parent shall use reasonable best efforts to respond promptly to any comments made by the SEC with respect to the Resale Registration Statement and to cause the Resale Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof with the SEC, but in no event later than the date that shares are first permitted to be sold under the Lock-Up Agreement. If the Resale Registration Agreement is declared effective under the Securities Act, then UbiquiTel Parent shall use reasonable best efforts to prepare and file such amendments and supplements to the Resale Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Resale Registration Statement effective for a period of not less than two years from the CLOSING DATE, PROVIDED, HOWEVER, that if UbiquiTel Parent files on Form S-1, UbiquiTel Parent may convert the Form S-1 to a registration statement on Form S-1 under the Securities Act (including any amendment, supplement or new registration statement contemplated herein, the “Registration Statement”), providing for the offering S-3 from and sale or other disposition by the Company’s Securityholders of (A) all of the shares of Parent Common Stock to be issued to such Company Securityholders at Closing (the “Closing Shares”) and (B) the maximum number of Contingent Shares that may be issued (together with the Closing Shares, the “Consideration Shares”). Parent agrees to use commercially reasonable efforts to cause the Registration Statement and each registration statement filed pursuant to the next sentence to become effective as soon as practicable after the Filing Date or date specified in the next sentence, as applicable. If the actual number of Consideration Shares exceeds the number of shares registered under the Registration Statement for any reason, time that UbiquiTel Parent shall file, within thirty (30) days after Parent has notice that the number of Consideration Shares exceeds the number of shares registered under the Registration Statement, an amendment to the Registration Statement or file a new registration statement on Form S-1 (or Form S-3 if Parent first is then eligible to use Form S-3 for a secondary offering) covering the resale registration of UbiquiTel Stock for resale. UbiquiTel Parent will furnish to the public Selling Stockholders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other customary documents as they may reasonably request in order to facilitate the disposition of the UbiquiTel Stock owned by them. UbiquiTel Parent shall use its reasonable best efforts to register and qualify the UbiquiTel Stock covered by the Company Securityholders Resale Registration Statement under such other securities or Blue Sky laws of such states as shall be reasonably requested by the Selling Stockholders, provided, that UbiquiTel Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or file a general consent to service of process in any such states. UbiquiTel Parent will bear and pay all such excess Consideration Shares. The Company Securityholders shall cooperate with and provide such assistance to Parent, as Parent may reasonably request, expenses incurred in connection with any registration and sale of the Consideration Shares, including without limitation, accurately completing and executing customary selling securityholder questionnaires within thirty (30) days after the Closing Date. Parent shall pay (X) all expenses incurred by it in complying with its obligations under this Section 5.13, including, without limitation, all preparation, registration, filing or qualification of the UbiquiTel Stock to be registered hereunder, including (without limitation) all registration, filing and qualification fees, costs printers fees and expenseslegal and accounting fees of UbiquiTel Parent's attorneys and accountants, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountant for Parent and other advisors but excluding any discounts or persons retained by Parent commissions incurred in connection with the filingsale of any UbiquiTel Stock and the legal and accounting fees of attorneys and accountants engaged by the Selling Stockholders. If the Resale Registration Statement is not declared effective by the date that any shares of UbiquiTel Stock are first permitted to be sold under the Lock-Up Agreement, UbiquiTel shall pay to the Stockholders and the Selling Member, in cash or by wire transfer within five (Y5) business days after such date, the aggregate amount of $4,900,000 to be allocated among the Stockholders and the Selling Member proportionately based on such Person's total number of shares of UbiquiTel Stock received as Merger Consideration in accordance with the provisions of EXHIBIT 1.2; and such payment shall be the exclusive remedy of the Stockholders and the Selling Member for any Losses, expenses or damages incurred in connection with their inability to resell the shares of the UbiquiTel Stock pursuant to the effective Resale Registration Statement on the date when such resale is first permitted by the Lock-Up Agreement, or pursuant to any registration of UbiquiTel Stock under the Securities Act; provided, that nothing herein shall be deemed to relieve UbiquiTel Parent from its continuing obligations hereunder, including (without limitation) the reasonable fees obligations to respond promptly to SEC comments and expenses of one counsel for to cause the Company Securityholders, such fees and expenses not Resale Registration Statement to exceed Twenty-Five Thousand Dollars ($25,000)be declared effective as promptly as possible.

Resale Registration Statement. (a) Within ninety (90) days after the Closing Date, Parent shall 10.1 The Borrower agrees that it will file (the date of such filing, the (“Filing Date”) with the SEC Commission (at the Borrower’s sole cost and expense) a registration statement on Form S-1 under registering the Securities Act resale of the securities of PFG, including the Conversion Shares (including any amendment, supplement or new registration statement contemplated herein, the “Resale Registration Statement”), providing for the offering and sale or other disposition by the Company’s Securityholders of (A) all as soon as practicable following completion of the shares of Parent Common Stock PFG Investment, and the Borrower shall use all reasonable steps to be issued to such Company Securityholders at Closing (the “Closing Shares”) and (B) the maximum number of Contingent Shares that may be issued (together with the Closing Shares, the “Consideration Shares”). Parent agrees to use commercially reasonable efforts to cause have the Registration Statement and each registration statement filed pursuant to the next sentence to become declared effective as soon as practicable after the Filing Date filing thereof, but no later than the earlier of (i) the 90th calendar day (or 120th calendar day if the Commission notifies the Borrower that it will “review” the Resale Registration Statement) following the filing date specified thereof and (ii) the 10th Business Day after the date the Borrower is notified (orally or in writing, whichever is earlier) by the Commission that the Resale Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that the Borrower’s obligations to include the Conversion Shares in the next sentenceResale Registration Statement are contingent upon PFG furnishing in writing to the Borrower such information regarding PFG, the securities of the Borrower held by PFG and the intended method of disposition of the Conversion Shares as applicableshall be reasonably requested by the Borrower to effect the registration of the Conversion Shares, and PFG shall execute such documents in connection with such registration as the Borrower may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Borrower shall be entitled to postpone and suspend the effectiveness or use of the Resale Registration Statement during any customary blackout or similar period or as permitted hereunder. If Notwithstanding the actual foregoing, if the Commission prevents the Borrower from including any or all of the shares of Common Stock proposed to be registered under the Resale Registration Statement due to limitations on the use of Rule 415 under the Securities Act for the resale of the shares of Common Stock held by PFG or any selling shareholder on such Resale Registration Statement or otherwise, such Resale Registration Statement shall register for resale such number of Consideration Shares exceeds shares of Common Stock which is equal to the maximum number of shares of Common Stock as is permitted by the Commission. In such event, the number of shares of Common Stock to be registered under for each selling shareholder named in the Resale Registration Statement shall be reduced pro rata among all such selling shareholders. In the event the Commission informs the Borrower that all of such shares of Common Stock cannot, as a result of the application of Rule 415, be registered for any reasonresale on the Resale Registration Statement, Parent shall filethe Borrower agrees to promptly inform PFG thereof and use reasonable best efforts to file amendments to the Resale Registration Statement as required by the Commission, within thirty (30) days after Parent has notice that covering the number of Consideration Shares exceeds the maximum number of shares of Common Stock permitted to be registered under by the Registration StatementCommission, an amendment to the Registration Statement or file a new registration statement on Form S-1 (or Form S-3 if Parent is then eligible such other form available to use Form S-3 register for resale such shares as a secondary offering) covering the resale to the public . For purposes of clarification, any failure by the Company Securityholders Borrower to file the Resale Registration Statement by the Filing Date or to effect such Resale Registration Statement by the Effectiveness Date shall not otherwise relieve the Borrower of all such excess Consideration Shares. The Company Securityholders shall cooperate with and provide such assistance to Parent, as Parent may reasonably request, in connection with any registration and sale of the Consideration Shares, including without limitation, accurately completing and executing customary selling securityholder questionnaires within thirty (30) days after the Closing Date. Parent shall pay (X) all expenses incurred by it in complying with its obligations under to file or effect the Resale Registration Statement as set forth above in this Section 5.13, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountant for Parent and other advisors or persons retained by Parent in connection with the filing, and (Y) the reasonable fees and expenses of one counsel for the Company Securityholders, such fees and expenses not to exceed Twenty-Five Thousand Dollars ($25,000)10.

Resale Registration Statement. (ai) Within ninety (90) No later than 30 days after following the Closing Date, Parent the Buyer shall use reasonable best efforts to prepare and file (the date of such filing, the (“Filing Date”) or cause to be prepared and filed with the SEC Commission, a registration statement on Form S-1 S-3 (or, if Form S-3 is not then available to be used by the Buyer, on Form S-1) (the “Resale Registration Statement”) for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act or any successor thereto registering the resale from time to time by the Sellers of all of the Aggregate Closing Stock Consideration. The Buyer shall use reasonable best efforts to cause the Resale Registration Statement to be declared effective by the Commission as soon as possible after filing, but in no event later than 180 days following the Closing Date (the date on which the Resale Registration Statement becomes effective, the “Effectiveness Date”). During the period beginning on the Effectiveness Date and ending at the time all of the Aggregate Closing Stock Consideration covered by such Resale Registration Statement has been sold, transferred, disposed of or exchanged in accordance with such effective Resale Registration Statement, the Buyer shall use reasonable best efforts to keep the Resale Registration Statement continuously effective and to be supplemented and amended to the extent necessary to ensure that such Resale Registration Statement is available or, if not available, to ensure that another registration statement meeting the requirements of this Section 5.2(a)(i) is available, under the Securities Act at all times until all of the Aggregate Closing Stock Consideration has been disposed of in accordance with the intended method(s) of distribution set forth in such Resale Registration Statement. The Resale Registration Statement filed with the Commission pursuant to this Section 5.2(a)(i) shall contain a prospectus in such form as to permit any Seller to sell such Seller’s Pro Rata Portion of the Aggregate Closing Stock Consideration pursuant to Rule 415 under the Securities Act (including or any amendment, supplement successor or new registration statement contemplated herein, similar provision adopted by the “Registration Statement”Commission then in effect) at any time beginning on the Effectiveness Date (subject to the limitations imposed by the First Blackout Window and the Second Blackout Window pursuant to Section 5.3), providing for and shall provide that the offering and sale or other disposition by the Company’s Securityholders of (A) all of the shares of Parent Common Aggregate Closing Stock to be issued to such Company Securityholders at Closing (the “Closing Shares”) and (B) the maximum number of Contingent Shares that Consideration may be issued (together with the Closing Shares, the “Consideration Shares”). Parent agrees to use commercially reasonable efforts to cause the Registration Statement and each registration statement filed sold pursuant to the next sentence to become effective as soon as practicable after the Filing Date any method or date specified in the next sentence, as applicable. If the actual number combination of Consideration Shares exceeds the number of shares registered under the Registration Statement for any reason, Parent shall file, within thirty (30) days after Parent has notice that the number of Consideration Shares exceeds the number of shares registered under the Registration Statement, an amendment to the Registration Statement or file a new registration statement on Form S-1 (or Form S-3 if Parent is then eligible to use Form S-3 for a secondary offering) covering the resale to the public by the Company Securityholders of all such excess Consideration Shares. The Company Securityholders shall cooperate with and provide such assistance to Parent, as Parent may reasonably request, in connection with any registration and sale of the Consideration Shares, including without limitation, accurately completing and executing customary selling securityholder questionnaires within thirty (30) days after the Closing Date. Parent shall pay (X) all expenses incurred by it in complying with its obligations under this Section 5.13, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountant for Parent and other advisors or persons retained by Parent in connection with the filingmethods legally available to, and (Y) the reasonable fees and expenses of one counsel for the Company Securityholdersrequested by, such fees and expenses not to exceed Twenty-Five Thousand Dollars ($25,000)Sellers.

Resale Registration Statement. (a) Within ninety (90) days after the Closing Date, Parent shall Buyer agrees that it will file (the date of such filing, the (“Filing Date”) with the SEC a prospectus supplement to Buyer’s registration statement on Form S-1 S-3ASR filed October 2, 2017 (File No. 333-220759) (or another registration statement on Form S-3, or such other form under the Securities Act (including any amendment, supplement or new registration statement contemplated herein, the “Registration Statement”then available to Buyer), providing for the offering resale pursuant to Rule 415 from time to time, and sale or other disposition on a continuing basis, by the Company’s Securityholders of each holder thereof (A) all each a “Holder”), of the shares of Parent Common Stock Registrable Securities (such registration statement, including the prospectus, any pre-effective or post-effective amendments and supplements thereto, all exhibits thereto and all material incorporated by reference or deemed to be issued incorporated by reference, if any, therein being hereinafter referred to such Company Securityholders at Closing (as the “Closing Shares”) Resale Registration Statement” and (B) such prospectus supplement, including the maximum number of Contingent Shares that may be issued (together with base prospectus included in the Closing SharesResale Registration Statement, the “Consideration SharesResale Prospectus Supplement”). Parent Buyer agrees to file the Resale Prospectus Supplement within two (2) Business Days after the Closing Date; provided, however, that Buyer will be permitted to postpone or suspend (upon written notice to the Holders) the use commercially reasonable efforts of the Resale Prospectus Supplement or the Resale Registration Statement (on one or more occasions) (a) if the disclosure requirements of the Securities Act in connection with the Resale Registration Statement would require Buyer to cause include material information (including information to supplement, update or correct existing disclosures) that has not theretofore been included or incorporated by reference in the Resale Registration Statement and each registration statement filed pursuant Buyer’s Board of Directors has determined in its reasonable judgment that Buyer has a bona fide business reason not to disclose such material information; provided, that the next sentence to become effective as soon as practicable after the Filing Date or date specified in the next sentence, as applicable. If the actual aggregate number of Consideration Shares exceeds days Buyer shall be permitted to so postpone or suspend the number use of shares registered under the Resale Prospectus Supplement or effectiveness of the Resale Registration Statement for any reason, Parent shall file, within not exceed thirty (30) consecutive days after Parent has notice or an aggregate of sixty (60) days in any period of twelve (12) consecutive months, or (b) if the SEC shall determine (and notify Buyer) that financial statements required to be included or incorporated by reference in the number of Consideration Shares exceeds the number of shares registered under the Registration Statement, an amendment to the Resale Registration Statement or file a new registration statement on Form S-1 (or Form S-3 if Parent is then eligible Resale Prospectus Supplement pursuant to use Form S-3 for a secondary offering) covering Rules 3-05 and 11-01 of Regulation S-X promulgated by the resale SEC related to the public an acquisition by the Company Securityholders are not yet so included or incorporated; provided, that (1) Buyer shall consult with the Holders promptly upon receipt of all any such excess Consideration Shares. The Company Securityholders notice and shall cooperate permit counsel for the Holders to participate in any discussions with and provide the SEC regarding such assistance to Parent, as Parent may reasonably request, in connection with any registration and sale determination; (2) such postponement or suspension of the Consideration Shares, including without limitation, accurately completing use of the Resale Prospectus Supplement or effectiveness of the Resale Registration Statement shall only continue until such time any such required financial statements are included or incorporated; and executing customary selling securityholder questionnaires within thirty (303) days Buyer shall be not permitted to so postpone or suspend the use of the Resale Prospectus Supplement or the Resale Registration Statement after (or for a period ending after) the date five Business Days after the Closing Date. Parent shall pay (X) all expenses incurred by it in complying with its obligations under this Section 5.13, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountant for Parent and other advisors or persons retained by Parent in connection with the filing, and (Y) the reasonable fees and expenses of one counsel for the Company Securityholders, such fees and expenses not to exceed Twenty-Five Thousand Dollars ($25,000).

Resale Registration Statement. Either (a) Within ninety (90) days after counsel for Buyer shall have received from the Closing Date, Parent shall file (the date staff of such filing, the (“Filing Date”) with the SEC a registration statement letter, in form and substance reasonably acceptable to Vidara, indicating that the SEC is of the view that the Merger will constitute a “succession” for purposes of Rule 12g-3(a) of the Exchange Act and that Vidara may take into account Buyer’s reporting history under the Exchange Act in determining Vidara’s eligibility to use Form S-3 immediately following the Effective Time, and Vidara shall otherwise be reasonably satisfied that it is eligible to file Resale Registration Statements on Form S-1 S-3 pursuant to Rule 462(e) under the Securities Act (including any amendment, supplement or new registration statement contemplated herein, the an “Automatic Resale Registration Statement”)) and such Automatic Resale Registration Statement shall have been prepared and, providing in the reasonably opinion of counsel to Vidara, ready for filing with the offering and sale SEC promptly following Closing or other disposition (b) Vidara shall have been notified by the Company’s Securityholders of (A) all SEC that the Resale Registration Statement will not be reviewed by the SEC or is no longer subject to further review and comments, Vidara shall have caused a letter to be delivered to the SEC requesting that the effectiveness of the shares of Parent Common Stock Resale Registration Statement be accelerated, which letter shall be in form and substance reasonably acceptable to be issued to such Company Securityholders at Closing Buyer (the “Closing SharesAcceleration Letter”); and, in each of clauses (a) and (Bb), Buyer or Vidara shall have paid (or, in the case of an Automatic Resale Registration Statement, be prepared to pay prior to the filing thereof) the maximum number of Contingent Shares that may be issued (together any registration fees associated with the Closing SharesResale Registration Statement, and Holdings shall be reasonably satisfied that all other filings have been made, that all consents and approvals have been obtained and that all other arrangements have been made and are in place, in each case as would be necessary for the “Consideration Shares”Resale Registration Statement to be declared effective under the Securities Act and in such form as will allow Holdings or Holdings Members to publicly resell their Ordinary Shares pursuant to such Resale Registration Statement (subject, in the case of the preceding clause (b). Parent agrees , only to use commercially reasonable efforts to cause the lapse of time between the Effective Date and the time at which effectiveness of the Registration Statement and each registration statement filed pursuant to the next sentence to become effective as soon as practicable after the Filing Date or date specified was requested in the next sentenceAcceleration Letter and the satisfaction of such other conditions, if any, as applicable. If are set forth in the actual number of Consideration Shares exceeds the number of shares registered under the Registration Statement for any reason, Parent shall file, within thirty (30) days after Parent has notice that the number of Consideration Shares exceeds the number of shares registered under the Registration Statement, an amendment to the Registration Statement or file a new registration statement on Form S-1 (or Form S-3 if Parent is then eligible to use Form S-3 for a secondary offering) covering the resale to the public by the Company Securityholders of all such excess Consideration Shares. The Company Securityholders shall cooperate with and provide such assistance to Parent, as Parent may reasonably request, in connection with any registration and sale of the Consideration Shares, including without limitation, accurately completing and executing customary selling securityholder questionnaires within thirty (30) days after the Closing Date. Parent shall pay (X) all expenses incurred by it in complying with its obligations under this Section 5.13, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountant for Parent and other advisors or persons retained by Parent in connection with the filing, and (Y) the reasonable fees and expenses of one counsel for the Company Securityholders, such fees and expenses not to exceed Twenty-Five Thousand Dollars ($25,000Acceleration Letter).

Resale Registration Statement. (a) Within ninety (90) days after Subject to the terms and conditions set forth in this Annex A, Xxxxx agrees that on the Closing DateDate (i) if Buyer is a WKSI at such time, Parent shall it will file a Form S-3ASR (the date of or a post-effective amendment or prospectus supplement to Buyer’s registration statement on Form S-3ASR filed April 6, 2022 (File No. 333-264153)) or (ii) if Buyer is not a WKSI at such filingtime, the (“Filing Date”) with the SEC it will file a registration statement on Form S-1 S-3, if available, or if Form S-3 is not available, on any applicable form pursuant to Rule 415 under the Securities Act (including any amendment, supplement or new registration statement contemplated herein, the “Registration Statement”)Act, providing for the offering resale pursuant to Rule 415 from time to time, and sale or other disposition on a continuing basis, by the Company’s Securityholders of (A) all Parent, of the shares of Parent Common Stock to be issued to Registrable Securities (such Company Securityholders at Closing (the “Closing Shares”) and (B) the maximum number of Contingent Shares that may be issued (together with the Closing Sharesregistration statement, the “Consideration SharesResale Registration Statement” and such prospectus supplement, including the base prospectus included in the Resale Registration Statement, the “Resale Prospectus Supplement”). Parent agrees to Buyer shall use commercially reasonable efforts to cause provide a draft of the Registration Statement and each registration statement filed pursuant to the next sentence to become effective as soon as practicable after the Filing Date or date specified in the next sentence, as applicable. If the actual number of Consideration Shares exceeds the number of shares registered under the Registration Statement for any reason, Parent shall file, within thirty (30) days after Parent has notice that the number of Consideration Shares exceeds the number of shares registered under the Registration Statement, an amendment to the Resale Registration Statement or file a new registration statement on Form S-1 Resale Prospectus Supplement (or Form S-3 if any amendments or supplements thereto) to Parent for review at least 5 Business Days in advance of the filing of the Resale Registration Statement or Resale Prospectus Supplement (or any amendments or supplements thereto) and shall consider in good faith Parent’s (or its counsels’) reasonable comments thereto before it is then eligible to use Form S-3 for a secondary offering) covering filed with the resale to the public by the Company Securityholders of all such excess Consideration SharesSEC. The Company Securityholders Resale Registration Statement or Resale Prospectus Supplement shall cooperate with include a “plan of distribution” that permits disposition of the Registrable Securities by Parent either in Block Trades (as defined below), agented transactions, sales directly into the market or a combination thereof; and provide such assistance to Parent, as provides for any derivative transactions contemplated by Parent may reasonably request, (or any underwriter or broker) in connection with such disposition; provided, however, that Parent shall not knowingly transfer and shall direct any registration underwriter or broker not to transfer Registrable Securities to any Person set forth on Schedule I hereto, and sale in the event Parent is selling Registrable Securities in a Block Trade then Parent shall advise and instruct the underwriters for such offering in writing of the Consideration Shares, including without limitation, accurately completing and executing customary selling securityholder questionnaires within thirty (30) days after the Closing Date. Parent shall pay (X) all expenses incurred by it limitations set forth in complying with its obligations under this Section 5.13, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses 2 of counsel for Parent, accountant for Parent and other advisors or persons retained by Parent in connection with the filing, and (Y) the reasonable fees and expenses of one counsel for the Company Securityholders, such fees and expenses not to exceed Twenty-Five Thousand Dollars ($25,000).Annex A.

Resale Registration Statement. (a) Within ninety (90) days after Each of Acquirer and the Closing Date, Parent Company shall file (cooperate with respect to the date of such filing, the (“Filing Date”) preparation and filing with the SEC of a registration statement of Acquirer registering the resale by Company Securityholders holding shares of Acquirer Common Stock issued hereunder following Closing (the “Resale Registration Statement”). If Acquirer is eligible to file a Resale Registration Statement on Form S-1 S-3 pursuant to Rule 462(e) under the Securities Act (including any amendment, supplement or new registration statement contemplated herein, the an “Automatic Resale Registration Statement”), providing for the offering and sale or other disposition by the Company’s Securityholders of (A) all of the shares of Parent Common Stock to be issued to such Company Securityholders at Closing (the “Closing Shares”) and (B) the maximum number of Contingent Shares that may be issued (together with the Closing Shares, the “Consideration Shares”). Parent agrees to use commercially reasonable efforts to cause the Registration Statement and each registration statement filed pursuant to the next sentence to become effective as soon as practicable after the Filing Date or date specified in the next sentence, as applicable. If the actual number of Consideration Shares exceeds the number of shares registered under the Registration Statement for any reason, Parent shall file, within thirty (30) days after Parent has notice that the number of Consideration Shares exceeds the number of shares registered under the Registration Statement, an amendment to the Registration Statement or file a new registration statement on Form S-1 (or Form S-3 if Parent is then eligible to use Form S-3 for a secondary offering) covering registering the resale to the public by the Company Securityholders holding shares of Acquirer Common Stock issued hereunder, Acquirer shall prepare such Automatic Resale Registration Statement and the Form 8-K/A attaching the Required Financials (the “Form 8-K/A”), with the cooperation of the Company, and, subject to Acquirer’s timely receipt of the Reporting Information and the Company’s performance and compliance with its covenants set forth in this Section 5.15, Acquirer shall use its reasonable best efforts to have such Form 8-K/A and Automatic Resale Registration Statement ready for filing with the SEC promptly following the Closing, provided that Acquirer shall only be obligated to file the Resale Registration Statement (x) during an “open trading window” as determined by Acquirer’s xxxxxxx xxxxxxx policies and (y) a reasonable period of time after Acquirer’s receipt of the Reporting Information. Each of Acquirer and the Company will cause the Resale Registration Statement to comply as to form in all such excess Consideration Sharesmaterial respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. The Company Securityholders shall cooperate with and provide such assistance use its commercially reasonable efforts to: (a) deliver prior to Parent, as Parent may reasonably Closing the Required Financials(b) upon Acquirer’s request, assist Acquirer and its Representatives in the preparation of any pro forma financial statements of the Company that may be required in connection with Acquirer’s SEC reporting obligations related to this Agreement or any registration and sale of the Consideration SharesTransactions or the filing of the Resale Registration Statement, including without limitation(c) promptly furnish such information as Acquirer may reasonably request in connection with such financial statements, accurately completing the Resale Registration Statement, or the performance of Acquirer’s SEC reporting obligations relating to this Agreement or any of the Transactions; (d) complete, execute, acknowledge and executing customary selling securityholder deliver, or use their reasonable best efforts to cause to be completed, executed, acknowledged and delivered by the appropriate representatives of the Company or Company Securityholders, in each case, such questionnaires within thirty (30) days after the Closing Date. Parent shall pay (X) all expenses incurred by it in complying with its obligations under this Section 5.13, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountant for Parent and other advisors or persons retained documents, certificates and instruments as may be reasonably requested by Parent the Acquirer in connection with the filingfiling of the Resale Registration Statement or the financial statements or the performance of Acquirer’s SEC reporting obligations relating to this Agreement or any of the Transactions and (e) cause the Company’s auditors to deliver any consent required to file the Required Financials to comply with Acquirer’s SEC reporting obligations or file the Resale Registration Statement (the Required Financials, together with the information in (b), (c), and (Y) d), the “Reporting Information”). Subject to Acquirer’s timely receipt of the Reporting Information and the Company’s performance and compliance with its covenants set forth in this Section 5.15, Acquirer shall use its reasonable fees and expenses of one counsel for best efforts to file the Company Securityholders, such fees and expenses not to exceed TwentyForm 8-Five Thousand Dollars ($25,000).K/A with the SEC as soon as reasonably practicable following its preparation. ***Certain Confidential Information Omitted

Resale Registration Statement. (a) Within ninety (90) days after Each of Parent and the Closing Date, Parent Company shall file (cooperate with respect to the date of such filing, the (“Filing Date”) preparation and filing with the SEC of a registration statement of Parent registering the resale by the Stockholders and the Company Note Holders of Parent Common Stock issued hereunder following Closing, and in any event following Parent’s filing Table of Contents of the Required Company Financials with the SEC (the “Resale Registration Statement”). If Parent is eligible to file a Resale Registration Statement on Form S-1 S-3 pursuant to Rule 462(e) under the Securities Act (including any amendment, supplement or new registration statement contemplated herein, the an “Automatic Resale Registration Statement”), providing for ) registering the offering and sale or other disposition resale by the Company’s Securityholders of (A) all of Stockholders and the shares Company Note Holders of Parent Common Stock to be issued to hereunder, Parent shall prepare such Automatic Resale Registration Statement and the Form 8-K/A attaching the Required Company Securityholders at Closing Financials (the “Closing SharesForm 8-K/A”), with the cooperation of the Company, and, subject to Parent’s timely receipt of the Reporting Information and the Company’s performance and compliance with its covenants set forth in this Section 5.11, Parent shall use its commercially reasonable efforts to have such Form 8-K/A and Automatic Resale Registration Statement ready for filing with the SEC promptly following the Closing, provided that Parent shall only be obligated to file the Resale Registration Statement (x) during an “open trading window” as determined by Parent’s xxxxxxx xxxxxxx policies (an “Open Window Exception”) and (By) a reasonable period of time after Parent’s receipt of the maximum number Reporting Information. Each of Contingent Shares Parent and the Company will cause the Resale Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. The Company shall use its commercially reasonable efforts to: (a) upon Parent’s request, assist Parent and its Representatives in the preparation of any audited historical and pro forma financial statements of the Company that may be issued required in connection with Parent’s SEC reporting obligations related to this Agreement or any of the Transactions (together “Required Company Financials”) or the filing of the Resale Registration Statement, (b) promptly furnish such information as Parent may reasonably request in connection with the Closing Sharessuch financial statements, the “Consideration Shares”). Parent agrees Resale Registration Statement, or the performance of Parent’s SEC reporting obligations relating to this Agreement or any of the Transactions; and (c) complete, execute, acknowledge and deliver, or use their commercially reasonable efforts to cause the Registration Statement to be completed, executed, acknowledged and each registration statement filed pursuant to the next sentence to become effective as soon as practicable after the Filing Date or date specified in the next sentence, as applicable. If the actual number of Consideration Shares exceeds the number of shares registered under the Registration Statement for any reason, Parent shall file, within thirty (30) days after Parent has notice that the number of Consideration Shares exceeds the number of shares registered under the Registration Statement, an amendment to the Registration Statement or file a new registration statement on Form S-1 (or Form S-3 if Parent is then eligible to use Form S-3 for a secondary offering) covering the resale to the public delivered by the appropriate representatives of the Company, Stockholders or Company Securityholders of all such excess Consideration Shares. The Company Securityholders shall cooperate with and provide such assistance to Parent, as Parent may reasonably requestNote Holders, in connection with any registration and sale of the Consideration Shareseach case, including without limitation, accurately completing and executing customary selling securityholder such questionnaires within thirty (30) days after the Closing Date. Parent shall pay (X) all expenses incurred by it in complying with its obligations under this Section 5.13, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountant for Parent and other advisors or persons retained documents, certificates and instruments as may be reasonably requested by the Parent in connection with the filingfiling of the Resale Registration Statement or the financial statements or the performance of Parent’s SEC reporting obligations relating to this Agreement or any of the Transactions (the Required Company Financials, together with the information in (b) and (Y) c), the “Reporting Information”). Subject to Parent’s timely receipt of the Reporting Information and the Company’s performance and compliance with its covenants set forth in this Section 5.11, Parent shall use its commercially reasonable fees and expenses of one counsel for efforts to file the Company Securityholders, such fees and expenses not to exceed TwentyForm 8-Five Thousand Dollars ($25,000)K/A with the SEC as soon as reasonably practicable following its preparation.

Resale Registration Statement. Within ten (a10) Within ninety (90) days after Business Days following the Closing Date, Parent shall file (the date of such filing, the (“Filing Date”) Date with the SEC respect to a registration statement on Form S-1 under and two (2) Business Days following the Securities Act (including any amendment, supplement or new Closing Date with respect to a registration statement contemplated herein, the “Registration Statement”on Form S-3 (or any prospectus supplement thereto), providing for the offering and sale or other disposition by the Company’s Securityholders of (A) all of the shares of Parent Common Stock to be issued to such Company Securityholders at Closing (the “Closing Shares”) and (B) the maximum number of Contingent Shares that may be issued (together Buyer shall file with the Closing SharesSEC, the “Consideration Shares”). Parent agrees to and, if applicable, use commercially reasonable efforts to cause the Registration Statement and each registration statement filed pursuant to the next sentence to become be declared effective as soon as reasonably practicable after the Filing Date or date specified in the next sentencefiling, as applicable. If the actual number of Consideration Shares exceeds the number of shares registered under the Registration Statement for any reason, Parent shall file, within thirty (30) days after Parent has notice that the number of Consideration Shares exceeds the number of shares registered under the Registration Statement, an amendment to the Registration Statement or file a new registration statement on Form S-1 (or solely to the extent Form S-3 if Parent (including Form S-3ASR) is then eligible to unavailable for use by the Buyer), a shelf registration statement on Form S-3 (solely to the extent Form S-3 ASR is then unavailable for use by the Buyer), or a secondary offeringprospectus supplement to Buyer's existing automatic shelf registration statement on Form S-3ASR (File No. 333-252681) (including any amendments or supplements, the "Registration Statement"), and the prospectus (including any amendments or supplements, the “Prospectus”) forming part of the Registration Statement in compliance with Rule 415 under the Securities Act covering the resale to the public by the Company Securityholders on a continuous basis of all such excess Consideration Shares. The Company Securityholders shall cooperate with and provide such assistance to Parent, as Parent may reasonably request, in connection with any registration and sale of the Consideration SharesRegistrable Securities provided, including without limitation, accurately completing and executing customary selling securityholder questionnaires within thirty that Buyer shall only be obligated to file (30or supplement or amend) days after the Closing DateRegistration Statement during an “open trading window” as determined by Buyer’s xxxxxxx xxxxxxx policies. Parent shall pay (X) all expenses incurred by it in complying with As a condition to its obligations under this Section 5.13Section, including, without limitation, all preparation, registration, filing fees, costs Buyer may require each Holder of Registrable Securities (as hereinafter defined) as to which any registration is being effected to (i) complete a stockholder questionnaire in the form attached hereto as Schedule 8.4.2 and expenses, all exchange listing fees, all fees, costs to furnish Buyer with such information regarding such Person that is necessary to satisfy the disclosure requirements relating to the registration and expenses the distribution of counsel for Parent, accountant for Parent such securities under the Securities Act and other advisors or persons retained by Parent the rules and regulations promulgated thereunder as Buyer may from time to time reasonably request in connection with the filing, writing and (Yii) promptly notify Buyer in writing of any changes in the reasonable fees and expenses information set forth in the applicable Registration Statement or Prospectus after it is prepared regarding the Holder of one counsel Registrable Securities. None of the information supplied (or to be supplied) by or on behalf of any of the Holders of Registrable Securities for inclusion or incorporation by reference in the Company Securityholdersapplicable Registration Statement or Prospectus will, at the time the Registration Statement is declared effective under the Securities Act (or with respect to any post-effective amendments or supplements thereto, at the time such fees and expenses post-effective amendments or supplements become effective under the Securities Act), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. For the purposes of this Section, a “Holder of Registrable Securities” refers solely to exceed Twenty-Five Thousand Dollars ($25,000)a holder of Registrable Securities as of or following the Closing Date.