Common use of Resale Registration Statement Clause in Contracts

Resale Registration Statement. (a) Subject to compliance by the Holders with Section 2.6, Parent shall prepare and file or cause to be prepared and filed with the SEC, no later than forty five (45) days following the Closing Date (as defined below), a Registration Statement on Form S-3 or its successor form, or, if the Company is ineligible to use Form S-3, a Registration Statement on Form S-1, for an offering to be made on a continuous basis pursuant to Rule 415 of the Act registering the resale from time to time pursuant to any method or combination of methods legally available to, and requested by, the Holders of all of the Registrable Securities then held by Holders that are not covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as practicable after filing, but in any event no later than the earlier of (i) ninety (90) days (or one hundred twenty (120) days if the SEC notifies the Company that it will “review” the Registration Statement) after the Closing Date and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, which is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, and, once effective, to keep the Resale Shelf Registration Statement continuously effective under the Act at all times until all Registrable Securities and other securities covered by the Resale Shelf Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Resale Shelf Registration Statement or such securities have been withdrawn. In the event that Parent files a Form S-1 pursuant to this Section 2.1, Parent shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after Parent is eligible to use Form S-3.

Resale Registration Statement. Veracyte agrees that it will file a prospectus supplement to Veracyte’s registration statement on Form S-3ASR filed May 2, 2019 (aFile No. 333-231173) Subject (or another registration statement on Form S-3ASR, or, only if Veracyte is then ineligible to compliance use Form S-3ASR, such other form under the Securities Act then available to Veracyte), providing for the resale pursuant to Rule 415 from time to time, and on a continuing basis, by NanoString, of the Holders with Section 2.6Registrable Securities (such registration statement, Parent shall prepare including the prospectus, any pre-effective or post-effective amendments and file supplements thereto, all exhibits thereto and all material incorporated by reference or cause deemed to be prepared incorporated by reference, if any, therein being hereinafter referred to as the “Resale Registration Statement” and filed such prospectus supplement, including the base prospectus included in the Resale Registration Statement, the “Resale Prospectus Supplement”). Veracyte agrees to file the Resale Prospectus Supplement within ninety (90) after the Closing Date. Veracyte will be permitted to postpone or suspend (upon written notice to NanoString) the filing or use of the Resale Prospectus Supplement or the Resale Registration Statement (on one or more occasions) if the disclosure requirements of the Securities Act in connection with the SECResale Registration Statement would require Veracyte to include material non-public information (including information to supplement, no later than forty update or correct existing disclosures) that has not theretofore been included or incorporated by reference in the Resale Registration Statement, Veracyte’s Board of Directors has determined in its reasonable judgment that Veracyte has a bona fide business reason not to disclose such material information and Veracyte is not otherwise required to disclose such material non-public information pursuant to the Securities Act or the Exchange Act; provided, that the aggregate number of days Veracyte shall be permitted to so postpone or suspend the use of the Resale Prospectus Supplement or effectiveness of the Resale Registration Statement shall not exceed fifteen (15) consecutive days or an aggregate of forty-five (45) days following the Closing Date in any period of twelve (as defined below), a Registration Statement on Form S-3 or its successor form, or, if the Company is ineligible 12) consecutive months. NanoString hereby agrees with Veracyte that it may not participate in any underwritten offering with respect to use Form S-3, a Registration Statement on Form S-1, for an offering to be made on a continuous basis pursuant to Rule 415 of the Act registering the resale from time to time pursuant to any method or combination of methods legally available to, and requested by, the Holders of all of the Registrable Securities then held by Holders that are not covered by an effective resale registration statement hereunder unless (the “Resale Shelf Registration Statement”). Parent shall use commercially reasonable efforts a) Veracyte gives its prior written consent to cause the Resale Shelf Registration Statement to be declared effective as soon as practicable after filing, but in any event no later than the earlier of (i) ninety (90) days (or one hundred twenty (120) days if the SEC notifies the Company that it will “review” the Registration Statement) after the Closing Date such underwritten offering and (iib) the tenth (10th) business day after the date the Company is notified (orally or in writing, which is earlier) managing underwriter and underwriters thereof shall be designated by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, and, once effective, to keep the Resale Shelf Registration Statement continuously effective under the Act at all times until all Registrable Securities and other securities covered by the Resale Shelf Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Resale Shelf Registration Statement or such securities have been withdrawn. In the event that Parent files a Form S-1 pursuant to this Section 2.1, Parent shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after Parent is eligible to use Form S-3Veracyte.

Resale Registration Statement. (a) Subject to compliance by the Holders with Section 2.6, Parent shall prepare and file or cause to be prepared and filed with the SEC, As soon as practicable but no later than forty forty-five (45) calendar days following the Closing Date (as defined belowthe “Filing Date”), the Company shall file a Registration Statement for a Shelf Registration on Form S-3 or its successor form, (the “Form S-3 Shelf”) or, if the Company is ineligible to use a Form S-3S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1S-1 (the “Form S-1 Shelf”), for an offering in each case, covering the resale of all the Registrable Securities (determined as of two business days prior to be made such filing) on a delayed or continuous basis pursuant and shall use its reasonable best efforts to Rule 415 have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the SEC notifies the Company that it will “review” the Shelf and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf will not be "reviewed" or will not be subject to further review. Such Shelf shall provide for the resale of the Act registering the resale from time to time Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, the Holders of all of the Registrable Securities then held by Holders that are not covered by an effective resale registration statement (the “Resale Shelf Registration Statement”)any Holder named therein. Parent The Company shall use commercially reasonable efforts to cause the Resale maintain a Shelf Registration Statement to be declared effective as soon as practicable after filing, but in any event no later than the earlier of (i) ninety (90) days (or one hundred twenty (120) days if the SEC notifies the Company that it will “review” the Registration Statement) after the Closing Date and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, which is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, and, once effective, to keep the Resale Shelf Registration Statement continuously effective under the Act at all times until all Registrable Securities and other securities covered by the Resale Shelf Registration Statement have been disposed of in accordance with the intended method(s) terms hereof, and shall use reasonable best efforts to prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of distribution set forth in the Securities Act until such Resale Shelf Registration Statement or such securities have been withdrawntime as there are no longer any Registrable Securities. In the event that Parent the Company files a Form S-1 pursuant to this Section 2.1Shelf, Parent the Company shall use its commercially reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after Parent the Company is eligible to use Form S-3.

Resale Registration Statement. (a) Subject to compliance by the Holders with Section 2.6, Parent shall prepare and file or cause to be prepared and filed with the SEC, As soon as reasonably practicable but no later than forty five thirty (4530) calendar days following the Closing Date (as defined belowthe “Filing Date”), the Company shall file a Registration Statement for a Shelf Registration (a “Resale Shelf Registration Statement”) on Form S-3 or its successor form, or, if F-1 (the Company is ineligible “Form F-1 Shelf”) covering the resale of all the Registrable Securities (determined as of two (2) business days prior to use Form S-3, a Registration Statement on Form S-1, for an offering to be made such filing) on a delayed or continuous basis pursuant and shall use its commercially reasonable efforts to Rule 415 have such Shelf declared effective as soon as practicable after the filing thereof. Such Shelf shall provide for the resale of the Act registering the resale from time to time Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, the Holders of all any Significant Shareholder or Founder Investor (or any permitted assign or transferee of the Registrable Securities then held by Holders Founder Investor that are not covered by an effective resale registration statement (the “Resale Shelf Registration Statement”)becomes a party to this Agreement pursuant to Section 8.02) named therein. Parent The Company shall use commercially its reasonable best efforts to cause maintain the Resale Shelf Registration Statement to be declared effective as soon as practicable after filing, but in any event no later than the earlier of (i) ninety (90) days (or one hundred twenty (120) days if the SEC notifies the Company that it will “review” the Registration Statement) after the Closing Date and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, which is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, and, once effective, to keep the Resale Shelf Registration Statement continuously effective under the Act at all times until all Registrable Securities and other securities covered by the Resale Shelf Registration Statement have been disposed of in accordance with the intended method(s) terms hereof, and shall use reasonable best efforts to prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep the Shelf continuously effective, available for use to permit all Significant Shareholders and Founder Investors (or any permitted assign or transferee of distribution set forth in such Resale Shelf Registration Statement or such securities have been withdrawn. In the event Founder Investor that Parent files becomes a Form S-1 party to this Agreement pursuant to this Section 2.1, Parent shall use its commercially reasonable efforts 8.02) named therein to convert sell their Registrable Securities included therein and in compliance with the Form S-1 to a Form S-3 provisions of the Securities Act until such time as soon as practicable after Parent is eligible to use Form S-3.there are no longer any Registrable Securities. Following

Resale Registration Statement. (ai) Subject PPBI agrees to compliance by cause to be included in the Holders Registration Statement for registration for resale those shares of PPBI Common Stock to be issued to the Investors as Merger Consideration (such shares, together with Section 2.6any shares issued or issuable upon any stock split, Parent distribution, recapitalization or similar event, the “Registrable Securities”). PPBI further agrees to maintain the effectiveness of the Registration Statement and cause the Registration Statement and any related prospectus or prospectus supplement to be appropriately updated as described in paragraph (v) below until the Registrable Securities may be freely traded without a prospectus pursuant to Rule 144 of the Securities Act or otherwise (such period of time, the “Effectiveness Period”). (ii) Each Investor shall prepare and file furnish such information relating to it and its Affiliates as may be reasonably required in connection with the preparation of the Registration Statement, and the Investors and their legal advisors shall have the right to review the Registration Statement prior to its filing. (iii) Each Investor agrees that none of the information supplied or cause to be prepared and filed with supplied by it for inclusion or incorporation by reference in the SEC, no later than forty five (45) days following the Closing Date (as defined below), a Registration Statement on Form S-3 shall, at the time the Registration Statement and each amendment or its successor form, orsupplement thereto, if any, becomes effective under the Company is ineligible Securities Act, contain any untrue statement of a material fact or omit to use Form S-3, a Registration Statement on Form S-1, for an offering state any material fact required to be made on a continuous basis pursuant stated therein or necessary to Rule 415 make the statements therein not misleading. Each Investor further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the Act registering statements in the resale from time to time pursuant to any method or combination of methods legally available to, and requested by, the Holders of all of the Registrable Securities then held by Holders that are not covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as practicable after filingfalse or misleading with respect to any material fact, but in or to omit to state any event no later than material fact necessary to make the earlier of (i) ninety (90) days (statements therein not false or one hundred twenty (120) days if misleading, to promptly inform PPBI thereof and to take the SEC notifies the Company that it will “review” necessary steps to correct the Registration Statement. (iv) PPBI agrees to advise the Investors, promptly after PPBI receives notice thereof, of the Closing Date and (ii) time when the tenth (10th) business day after the date the Company is notified (orally or in writing, which is earlier) by the SEC that such Registration Statement will not be “reviewed” has become effective or will not be subject to further reviewany supplement or amendment has been filed, andof the issuance of any stop order or the suspension of the qualification of PPBI Common Stock for offering or sale in any jurisdiction, once effectiveof the initiation or, to keep the Resale Shelf Registration Statement continuously effective under the Act at all times until all Registrable Securities and other securities covered by the Resale Shelf Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Resale Shelf Registration Statement or such securities have been withdrawn. In the event that Parent files a Form S-1 pursuant to this Section 2.1, Parent shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after Parent is eligible to use Form S-3.extent

Resale Registration Statement. Buyer agrees to cause a registration statement on Form S-3 under the Securities Act relating to the resale of the Buyer Stock and the Partnership Stock (acollectively, the "Registrable Shares") Subject to compliance by the Holders with Section 2.6, Parent shall prepare and file or cause to be prepared filed pursuant to the Registration Rights Agreement as soon as practicable following the date on which the Buyer is eligible to use such Form S-3, and filed with the SEC, in any event no later than forty five (45) days following the Closing Date (as defined below)January 15, a Registration Statement on Form S-3 or its successor form, or, if the Company is ineligible to use Form S-3, a Registration Statement on Form S-1, for an offering to be made on a continuous basis pursuant to Rule 415 of the Act registering the resale from time to time pursuant to any method or combination of methods legally available to1997, and requested by, the Holders of all of the Registrable Securities then held by Holders that are not covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). Parent shall agrees to use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be (i) have such registration statement declared effective as soon as practicable after filing, but in any event no later than thereafter and (ii) maintain the effectiveness of such registration statement until the earlier of three (i3) ninety (90) days (or one hundred twenty (120) days if the SEC notifies the Company that it will “review” the Registration Statement) after years from the Closing Date and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writingon which all Registrable Shares have been sold by Sellers; provided, which is earlier) however, that Buyer shall not be required to take any action to cause such registration statement to be declared effective by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, and, once effective, to keep the Resale Shelf Registration Statement continuously effective under the Act at all times until all Registrable Securities and other securities covered Exchange Commission at any time prior to the publication by Buyer of financial results including at least thirty (30) days' post-closing combined operating results of Buyer and the Resale Shelf Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Resale Shelf Registration Statement or such securities have been withdrawnCompany. In the event that Parent files at the time the filing of such registration statement is undertaken or required to be undertaken, Buyer fails to qualify for use of Form S-3 for purposes of registering for resale the Registrable Shares, Buyer shall cause a registration statement on Form S-1 pursuant to this Section 2.1, Parent shall be filed as soon as practicable thereafter and to use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 (i) have such registration statement declared effective as soon as practicable after Parent is eligible to and (ii) maintain the effectiveness of such registration statement until the earlier of (a) three (3) years from the Closing Date, (b) the date on which all Registrable Shares have been sold by Sellers and (c) the date as of which Buyer qualifies for use of Form S-3 and such registration statement shall have been converted into a registration statement on Form S-3.. 40 -34-

Resale Registration Statement. (a) Subject to compliance by the Holders with Section 2.6, Parent shall prepare and file or cause to be prepared and filed with the SEC, As soon as reasonably practicable but no later than forty five thirty (4530) calendar days following the Closing Date (as defined belowthe “Filing Date”), the Company shall file a Registration Statement for a Shelf Registration (a “Resale Shelf Registration Statement”) on Form S-3 or its successor form, or, if F-1 (the Company is ineligible “Form F-1 Shelf”) covering the resale of all the Registrable Securities (determined as of two (2) business days prior to use Form S-3, a Registration Statement on Form S-1, for an offering to be made such filing) on a delayed or continuous basis pursuant and shall use its commercially reasonable efforts to Rule 415 have such Shelf declared effective as soon as practicable after the filing thereof. Such Shelf shall provide for the resale of the Act registering the resale from time to time Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Significant Shareholder or Founder Investor (or any permitted assign or transferee of the Holders Founder Investor that becomes a party to this Agreement pursuant to Section 8.02) named therein. The Company shall use its reasonable best efforts to maintain the Shelf in accordance with the terms hereof, and shall use reasonable best efforts to prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep the Shelf continuously effective, available for use to permit all Significant Shareholders and Founder Investors (or any permitted assign or transferee of the Founder Investor that becomes a party to this Agreement pursuant to Section 8.02) named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Following the filing of a Form F-1 Shelf, the Company shall use its reasonable best efforts to register all of the Registrable Securities then held by Holders that are not covered by an effective resale registration statement registered on a Shelf Registration on Form F-3 (the “Resale Shelf Registration StatementForm F-3 Shelf”). Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective ) as soon as practicable after filingthe Company is eligible to use Form F-3. If during the first year following the Closing, but in a Form F-1 Shelf has not been filed by the Company or if at any event no later than time when the earlier of Company is eligible to use Form F-3 the Company has not filed and maintained an effective Form F-3 Shelf, each Significant Shareholder and Founder Investor shall be permitted to request the Company, and the Company shall use reasonable best efforts, to file and maintain an effective Registration Statement on Form F-1 or Form F-3, as applicable. The Company undertakes to file a new, or supplement, or, if required, amend, any Registration Statement to add as a selling stockholder therein (i) ninety (90) days (a party who receives, or one hundred twenty (120) days if the SEC notifies the Company that it who will “review” the Registration Statement) after the Closing Date and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writingreceive, which is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, and, once effective, to keep the Resale Shelf Registration Statement continuously effective under the Act at all times until all Registrable Securities and other securities covered by the Resale Shelf Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Resale Shelf Registration Statement or such securities have been withdrawn. In the event that Parent files a Form S-1 pursuant to this a Founder Investor’s exercise of its rights under Section 2.1, Parent 6.01(a) or Section 6.08. The Company shall use its commercially reasonable efforts to convert the Form S-1 file, in respect of any such supplement or amendment to a Form S-3 Registration Statement, as soon as practicable after Parent is eligible to use Form S-3the case may be, within seven (7) Business Days of, or, in respect of any filing of a new Registration Statement, within ten (10) Business Days of, receiving such notice.

Resale Registration Statement. (a) Subject Purchaser agrees that it will file a prospectus supplement to compliance by the Holders with Section 2.6, Parent shall prepare and file or cause to be prepared and filed with the SEC, no later than forty five (45) days following the Closing Date (as defined below), a Registration Statement Purchaser’s registration statement on Form S-3 S-3ASR filed on March 1, 2021 (File No. 333-253749) (or its successor form, or, if the Company is ineligible to use another registration statement on Form S-3, a Registration Statement on Form S-1or such other form under the Securities Act then available to Purchaser), providing for an offering to be made on a continuous basis the resale pursuant to Rule 415 of the Act registering the resale from time to time pursuant to any method or combination of methods legally available totime, and requested byon a continuing basis, the Holders of all by each holder thereof (each a “Holder”), of the Registrable Securities then held (such registration statement, including the prospectus, any pre-effective or post-effective amendments and supplements thereto, all exhibits thereto and all material incorporated by Holders that are not covered reference or deemed to be incorporated by an effective resale registration statement (the reference, if any, therein being hereinafter referred to as a “Resale Shelf Registration Statement” and such prospectus supplement, including the base prospectus included in a Resale Registration Statement, a “Resale Prospectus Supplement”). Parent shall Purchaser agrees to file a Resale Prospectus Supplement in respect of any Milestone Shares within [*] after the issuance thereof; provided, however, that Purchaser will be permitted to postpone or suspend (upon written notice to the Holders) the filing or use commercially reasonable efforts to cause the of a Resale Shelf Prospectus Supplement or a Resale Registration Statement to be declared effective as soon as practicable after filing, but in any event no later than the earlier of (i) ninety (90) days (or one hundred twenty (120) days if the SEC notifies disclosure requirements of the Company that it will “review” the Registration Statement) after the Closing Date and (ii) the tenth (10th) business day after the date the Company is notified (orally or Securities Act in writing, which is earlier) by the SEC that connection with such Resale Registration Statement will would require Purchaser to include material non-public information (including information to supplement, update or correct existing disclosures) that has not be “reviewed” theretofore been included or will not be subject to further review, and, once effective, to keep the Resale Shelf Registration Statement continuously effective under the Act at all times until all Registrable Securities and other securities covered incorporated by the Resale Shelf Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth reference in such Resale Shelf Registration Statement or otherwise in the public domain and Purchaser’s Board of Directors has determined in its reasonable judgment that Purchaser has a bona fide business reason not to disclose such securities have been withdrawn. In material non-public information; provided, that the event that Parent files a Form S-1 pursuant aggregate number of days Purchaser shall be permitted to this Section 2.1, Parent so postpone or suspend the use of each such Resale Prospectus Supplement or effectiveness of each such Resale Registration Statement shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after Parent is eligible to use Form S-3not exceed [*] or an aggregate of [*] days in any period of [*].

Resale Registration Statement. (a) Subject to compliance by the Holders with Section 2.6, Parent The Company shall prepare and file or cause to be prepared and filed with the SEC, no later than forty five (45) days following the Closing Date (as defined below), Commission a Registration Statement registration statement on Form S-3 (or its successor form, or, other appropriate form if the Company is ineligible to use Form S-3, a Registration Statement on Form S-1, for an offering to be made on a continuous basis pursuant to Rule 415 of the Act registering the resale from time to time pursuant to any method or combination of methods legally available to, and requested by, the Holders of all of the Registrable Securities not then held by Holders that are not covered by an effective resale registration statement S-3 eligible) (the “Resale Shelf Registration Statement”) relating to the resale of the Securities ​ ​ by the holders of the Securities under the Securities Act on or before the 60th calendar day following the date hereof (the “Filing Date”). Parent The Company shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared become effective as soon as practicable after filingwithin 75 calendar days following the date hereof (or, but in any the event no later than the earlier of (i) ninety (90) days (or one hundred twenty (120) days if the SEC notifies the Company that it will a “full review” by the Commission, the 90th calendar day following the date hereof hereof) (the “Effectiveness Date”) and to keep the Resale Registration Statement) Statement effective at all times for a one year period after the Closing Date and (ii) the tenth (10th) business day after the date provided that the Company is notified (orally or in writing, which is earlier) by shall have the SEC that such right to suspend the Resale Registration Statement will not be “reviewed” or will not be subject to further review, and, once effective, to keep for a period of fifteen (15) days during such one year period without being in breach of the Resale Shelf Registration Statement continuously effective under the Act at all times until all Registrable Securities and other securities covered by the Resale Shelf Registration Statement have been disposed terms of in accordance with the intended method(s) of distribution set forth in such Resale Shelf Registration Statement or such securities have been withdrawnthis Section 4.17 . In the event that Parent files the Resale Registration Statement is not (i) filed by the Filing Date or (ii) declared effective by the Commission by the Effectiveness Date, then, in addition to any other rights the holders of Securities may have hereunder or under applicable law, on the Filing Date or the Effectiveness Date for a Form S-1 maximum of six months (each such date being referred to herein as an “Event Date”) and on each monthly anniversary of such Event Date (if the Resale Registration Statement shall not have been filed or declared effective by the applicable Event Date) until the Resale Registration Statement is filed or declared effective, the Company shall pay to each holder of Securities an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Subscription Amount paid by such Purchaser pursuant to this Section 2.1the Purchase Agreement for each Security not registered, Parent which amount shall be capped at 6%. Notwithstanding the registration obligations set forth above, if the Commission informs the Company that any of the Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform the Purchaser thereof and use its commercially reasonable efforts to convert file amendments to the Form S-1 Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to a be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as soon as practicable after Parent is eligible a secondary offering,; provided, however, that prior to filing such amendment, the Company shall be obligated to use Form S-3.diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. ​

Resale Registration Statement. (a) Subject to compliance Promptly following the final closing of the purchase and sale of the Notes and Warrants contemplated by the Holders with Section 2.6Memorandum (the "Closing Date") but no later than the later of (i) thirty (30) days after the final closing of the Offering and, Parent (ii) in the event the SEC is conducting a review of a Registration Statement filed by the Company prior to the date of the Memorandum, the fifth (5th) day following the completion of such review (the "Filing Deadline"), the Company shall prepare and file or cause to be prepared and filed with the SEC, no later than forty five (45) days following the Closing Date (as defined below), a SEC one Registration Statement on Form S-3 or its successor form, (or, if Form S-3 is not then available to the Company Company, on such form of registration statement as is ineligible then available to use Form S-3, effect a Registration Statement on Form S-1, registration for an offering to be made on a continuous basis pursuant to Rule 415 resale of the Act registering Registrable Securities), covering the resale from time to time pursuant to any method or combination of methods legally available to, and requested by, the Holders of all of the Registrable Securities then held by Holders that are not covered by in an effective resale registration statement amount at least equal to the Conversion Shares and the Warrant Common Shares (the “Resale Shelf such Registration Statement”, or any other Registration Statement covering the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, the "Resale Registration Statement"). Parent No other securities shall use commercially reasonable efforts to cause be included in the Resale Shelf Registration Statement, except for up to 283,768 shares of the Company's Common Stock issuable upon exercise of warrants that were issued by the Company on May 9, 2011, May 20, 2011 and August 23, 2011. The Resale Registration Statement to (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be declared effective as soon as practicable after filing, but in any event no later than the earlier of (i) ninety (90) days (or one hundred twenty (120) days if the SEC notifies the Company that it will “review” the Registration Statement) after the Closing Date and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, which is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, and, once effective, to keep the Resale Shelf Registration Statement continuously effective under the Act at all times until all Registrable Securities and other securities covered by the Resale Shelf Registration Statement have been disposed of provided in accordance with Section 3(c) to the intended method(s) of distribution set forth in such Placement Agent and its counsel prior to its filing or other submission. If the Resale Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to the Investors(based on number of Registrable Securities held by each such securities have been withdrawnInvestor), as partial damages and not as a penalty, in an aggregate amount equal to 1.5% of the gross proceeds from the Offering. In the event that Parent files a Form S-1 pursuant the Resale Registration Statement has not been filed by each 30th day anniversary of the Filing Deadline, the Company will make for each such 30-day period the Resale Registration Statement has not been filed additional pro rata payments to this Section 2.1the Investors (based on number of Registrable Securities held by each such Investor) in an aggregate amount equal to 1.5% of the gross proceeds from the Offering. Such payments shall be made to each such Investor in immediately available funds within three (3) Business Days after the Filing Deadline or each 30th day anniversary of the Filing Deadline, Parent shall use its commercially reasonable efforts to convert as the Form S-1 to a Form S-3 as soon as practicable after Parent is eligible to use Form S-3case may be.

Resale Registration Statement. Upon the written request (athe “Demand Notice”) Subject to compliance by the Holders with Section 2.6, Parent shall prepare and file or cause to be prepared and filed with the SEC, no later than forty five (45) days following the Closing Date (as defined below), a Registration Statement on Form S-3 or its successor form, or, if the Company is ineligible to use Form S-3, a Registration Statement on Form S-1, for an offering to be made on a continuous basis pursuant to Rule 415 of the Act registering the resale from time to time pursuant to any method or combination holders of methods legally available to, and requested by, the Holders of all at least 40% of the Registrable Securities then held Shares (which request shall list the number of Registrable Shares desired by Holders that are any such holder to be registered and may not covered by an effective resale be made prior to October 31, 2001), the Company shall use all commercially reasonable efforts to file with the Commission a registration statement (the “Resale Shelf Registration Statement”)) on Form S-3 (or such other applicable short form) registering the Registrable Shares for resale under the Securities Act so requested to be registered. Parent In such case, the Company shall use all commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared become effective as soon expeditiously as practicable after filingpossible (although the Company shall not be required to cause the Resale Registration Statement to become effective prior to December 31, but in any event no later than 2001) and to remain effective until the earlier of (ix) ninety (90) days (or one hundred twenty (120) days if the SEC notifies date which is the Company that it will “review” the Registration Statement) after second anniversary of the Closing Date and (iiy) the tenth date on which all Registrable Shares shall have been either transferred pursuant to the Resale Registration Statement or are no longer Registrable Shares. In the event a Demand Notice is delivered, the Company shall promptly notify all Purchasers that were not signatories to the Demand Notice that such notice has been delivered and such Purchasers shall have ten (10th10) business day days after the date receipt of such notice to notify the Company is notified (orally or in writingwriting as to whether such Purchaser desires to have any of its Registrable Shares registered on the Resale Registration Statement. Any such notice shall state the number of Registrable Shares desired to be registered. The Company shall be obligated to register Registrable Shares pursuant to this Section 4 on one occasion only, which is earlier) by the SEC provided, however, that such Registration Statement will not obligation shall be “reviewed” or will not be subject to further review, and, once effective, to keep the Resale Shelf Registration Statement continuously effective under the Act at all times until deemed satisfied only when a registration statement covering all Registrable Securities and other securities covered by the Resale Shelf Registration Statement have been disposed of Shares specified in notices received as aforesaid, for sale in accordance with the intended method(smethod of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. Notwithstanding the foregoing, during any Black-out Period and if at any time or from time to time after the Closing Date, the Company notifies the Purchasers in writing of the existence of a Potential Material Event, (i) of distribution set forth in such the Company shall not be obligated to file the Resale Shelf Registration Statement with the Commission (if such filing has not already been made), (ii) the Company shall not be obligated to cause the Resale Registration Statement to become effective (if the Resale Registration Statement has been filed with the Commission), and/or (iii) the Purchasers shall not offer or sell any Registrable Shares, or engage in any other transaction involving or relating to the Registrable Shares (if the Resale Registration Statement has been declared effective by the Commission), until the Black-out Period has expired or from the time of the giving of notice with respect to a Potential Material Event until such securities have Purchaser receives written notice from the Company that such Potential Material Event either has been withdrawndisclosed to the public or no longer constitutes a Potential Material Event. In addition, the event that Parent files Company shall be entitled, upon notice to the Purchasers in writing of the existence of a Form S-1 pursuant Potential Material Event, to this Section 2.1withdraw or suspend the Resale Registration Statement until such time as such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, Parent at which time the Company shall use its all commercially reasonable efforts to convert refile or reinstate the Form S-1 Resale Registration Statement and cause it to a Form S-3 as soon as practicable after Parent is eligible to use Form S-3.become effective. (d)

Resale Registration Statement. (aA) Subject to compliance by the Holders with Section 2.6, Parent Buyer shall prepare and file or cause to be prepared and filed with the SEC, as soon as reasonably practicable but in no event later than forty five four (454) business days following after the Closing Date (as defined below)date hereof, a Registration Statement on Form S-3 or its successor form, or, if covering the Company is ineligible to use Form S-3, a Registration Statement on Form S-1, for an offering to be made on a continuous basis pursuant to Rule 415 resale by Seller of the Act registering shares of Kellwood Common Stock issued pursuant hereto (the resale from time "RESALE REGISTRATION STATEMENT"). Seller shall, promptly after any request by Buyer, furnish to time pursuant to any method or combination of methods legally available to, Buyer all financial statements and other information as may be requested by, the Holders of all by Buyer in connection with preparation and filing of the Registrable Securities then held by Holders that are not covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). Parent Buyer shall use all commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as practicable after filing, but in any event no later than the earlier of (iand to permit Seller to sell pursuant thereto) ninety within fifteen (9015) days (or one hundred twenty (120) days if the SEC notifies the Company that it will “review” the Registration Statement) after the Closing Date and (ii) Date, including public disclosure of any material information necessary to ensure that the tenth (10th) business day after the date the Company is notified (orally or in writing, which is earlier) by the SEC that such Registration Statement will not contain an untrue statement of a material fact or omit to state any material fact required to be “reviewed” stated therein or will necessary to make the statements therein not be subject misleading (including any material nonpublic information disclosed by Buyer to further reviewSeller), and, once effective, and to keep the Resale Shelf Registration Statement continuously effective under until the Act at date on which Seller may dispose of all times until all Registrable Securities remaining shares of Kellwood Common Stock issued in connection with the transactions contemplated hereby without a registration requirement and other securities covered without volume restrictions on sales. Buyer further agrees, if necessary during the time that the Resale Registration Statement is required to be maintained effective, to amend or supplement the Resale Registration Statement when required by the registration form, by the instructions applicable to such form, or by the Securities Act. As part of its efforts to cause the Resale Shelf Registration Statement have been disposed to be declared effective, Buyer, promptly after execution of in accordance with the intended method(s) of distribution set forth in such Resale Shelf Registration Statement or such securities have been withdrawn. In the event that Parent files this Agreement, will prepare and file a Form S-1 pursuant 8-K disclosing the transactions contemplated hereby. Further, Buyer, promptly after the execution of any agreement to this Section 2.1effect the acquisition described in the Other Transaction Disclosure, Parent shall use its commercially reasonable efforts to convert the Form S-1 to will prepare and file a Form S-3 as soon as practicable after Parent is eligible to use Form S-38-K disclosing the transactions contemplated thereby (including a copy of the acquisition agreement related thereto).

Resale Registration Statement. The Beneficiary will prepare, and after the Closing Date promptly (abut in no event later than twenty (20) Subject to compliance by Business Days after the Holders with Section 2.6, Parent shall prepare and Closing Date) file or cause to be prepared and filed with the SEC, no later than forty five (45) days following the Closing Date (as defined below), a Registration Statement on Form S-3 or its successor form, or, if the Company is ineligible to use Form S-3, a Registration Statement on Form S-1, for an offering to be made on a continuous basis pursuant to Rule 415 of the Act registering the resale from time to time pursuant to any method or combination of methods legally available to, and requested by, the Holders of all of the Registrable Securities then held by Holders that are not covered by an effective resale registration statement (the “Resale Shelf Registration Statement”) relating to the offer and sale by Contributors at any time and from time to time on a delayed or continuous basis in accordance with Rule 415 under the Securities Act and in accordance with this Agreement, of the Beneficiary Shares issuable under the Contribution Agreement (including Beneficiary Shares subject to escrow), together with such indeterminate number of additional securities resulting from stock splits, stock dividends or other distributions, exchanges, recapitalizations or similar transactions with respect to the Beneficiary Shares issuable under the Contribution Agreement (the “Registrable Securities”). Parent The Beneficiary shall use commercially reasonable its best efforts to cause have the Resale Shelf Registration Statement to be declared effective as soon promptly as practicable after filingpracticable, but in any no event no later than the earlier of (ia) ninety forty (9040) days (or one hundred twenty (120) days if the SEC notifies the Company that it will “review” the Registration Statement) after Business Days following the Closing Date and (iib) the tenth five (10th5) business day after Business Days following the date the Company is notified (orally or in writing, on which is earlier) by the SEC notifies the Beneficiary or its counsel that the Registration Statement is not subject to any further review; provided, however, if the SEC screens the Registration Statement for review, then the forty (40) Business Days period shall be extended to sixty (60) Business Days (with such date on which the Registration Statement becomes effective referred to as the “Effective Date”). Promptly upon receipt of an order of the SEC declaring the Registration Statement effective, the Beneficiary shall deliver or make available to Contributors a copy of such Registration Statement will not be “reviewed” or will not be and any amendments thereto together with confirmation from the Beneficiary that the Registration Statement is effective and an opinion of counsel representing the Company for the purposes of such Registration in form and substance reasonably acceptable to Contributors, addressed to Contributors, confirming that the Shares have been registered for resale under the Securities Act and, subject to further reviewthe transfer restrictions contained in this Agreement, and, once effective, to keep the Resale Shelf Registration Statement continuously effective under the Act at all times until all Registrable Securities and other securities covered by the Resale Shelf Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Resale Shelf Registration Statement or such securities have been withdrawn. In the event that Parent files a Form S-1 may be sold pursuant to this Section 2.1, Parent shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after Parent is eligible to use Form S-3prospectus contained in the Registration Statement.

Resale Registration Statement. (a) Subject to compliance by Within 60 days after the Holders with Section 2.6Effective Time, Parent Axonyx shall prepare and file or cause to be prepared and filed with the SEC, no later than forty five (45) days following the Closing Date (and thereafter use its commercially reasonable efforts to have declared effective as defined below)soon as practicable, a Registration Statement “shelf” registration statement on Form S-3 (or its successor form, or, if the Company Axonyx is ineligible not eligible to use Form S-3, any other form that Axonyx is eligible to use) (a “Shelf Registration Statement on Form S-1, for an offering to be made on a continuous basis Statement”) pursuant to Rule 415 promulgated under the Securities Act covering the resale by former affiliates of TorreyPines (including any former affiliates of TorreyPines who may following the Effective Time be current affiliates of Axonyx) of shares of Axonyx Common Stock (including the Axonyx Common Stock issuable upon exercise of the Act registering the resale from time to time Axonyx Merger Warrants) issued pursuant to any method or combination of methods legally available to, and requested by, the Holders of all of the Registrable Securities then held by Holders that are not covered by an effective resale registration statement this Agreement as merger consideration (the “Resale Registrable Merger Shares”). In its discretion, Axonyx will be permitted to register any other shares for resale by other eligible selling stockholders using the Shelf Registration Statement”). Parent Subject to customary black-out periods, Axonyx shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as practicable after filing, but in any event no later than the earlier of (i) ninety (90) days (or one hundred twenty (120) days if the SEC notifies the Company that it will “review” the Registration Statement) after the Closing Date and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, which is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, and, once effective, to keep the Resale Shelf Registration Statement continuously effective and usable for the resale of the Registrable Merger 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 Merger Shares first become eligible for resale pursuant to Rule 145 under the Securities Act at without restriction or (y) the first date upon which all times until all of the Registrable Securities and other securities Merger Shares covered by the Resale such Shelf Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in sold pursuant to such Resale Shelf Registration Statement or such securities have been withdrawn. In the event that Parent files a Form S-1 pursuant to this Section 2.1, Parent shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after Parent is eligible to use Form S-3Statement.

Resale Registration Statement. (ai) Subject The Company shall use commercially reasonable efforts to compliance by file within thirty (30) days of the Holders with Section 2.6, Parent shall prepare consummation of the Transaction (the “Resale Shelf Filing Date”) and file or to cause to be prepared and filed with declared effective as soon as practicable thereafter, a registration statement on Form S-1 (the SEC, no later than forty five (45) days following the Closing Date (as defined below“Resale Shelf”), a Registration Statement on Form S-3 in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such filing); provided, that the Parties acknowledge and agree that the sale of any Registrable Securities registered under such Resale Shelf may be subject to restrictions imposed by lock-up or its successor formholdback restrictions, or, if the Company is ineligible to use Form S-3, a Registration Statement on Form S-1, for an offering to be made on a continuous basis including those pursuant to Rule 415 the Lock-Up Agreements, and/or applicable securities laws. Such Resale Shelf shall provide for the resale of the Act registering the resale from time to time Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, the Holders of all any of the Investors named therein. Notwithstanding anything to the contrary herein, to the extent there is an active Resale Shelf under this Section 1(g) covering Registrable Securities then held by Holders of any Investor, such Investor may not request a Demand Registration that are is not covered by for an underwritten offering. In any event, the Resale Shelf shall be declared effective resale registration statement no later than sixty (60) calendar days after the Filing Date (the “Resale Shelf Registration StatementEffectiveness Deadline”). Parent shall use commercially reasonable efforts to cause ; provided, that the Resale Shelf Registration Statement Effectiveness Deadline shall be extended to be declared effective as soon as practicable after filing, but in any event no later than the earlier of (i) ninety (90) calendar days (or one hundred twenty (120) days after the Resale Shelf Filing Date if the SEC notifies Resale Shelf is reviewed by, and comments thereto are provided from, the Commission; provided, further, that the Company that it will “review” shall have the Registration Statement) after the Closing Date and Resale Shelf declared effective within ten (ii) the tenth (10th10) business day days after the date the Company is notified (orally or in writing, which whichever is earlier) by the SEC staff of the Commission that such Registration Statement the Resale Shelf will not be “reviewed” or will not be subject to further review; provided, andfurther, once effective, to keep that (i) if the Resale Shelf Registration Statement continuously effective under Effectiveness Deadline falls on a Saturday, Sunday or other day that the Act at all times until all Registrable Securities and other securities covered by Commission is closed for business, the Resale Shelf Registration Statement have been disposed of in accordance with Effectiveness Deadline shall be extended to the intended method(snext business day on which the Commission is open for business and (ii) of distribution set forth in such if the Commission is closed for operations due to a government shutdown, the Resale Shelf Registration Statement or such securities have been withdrawn. In Effectiveness Deadline shall be extended by the event same number of business days that Parent files a Form S-1 pursuant to this Section 2.1, Parent shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after Parent is eligible to use Form S-3Commission remains closed for.

Resale Registration Statement. As promptly as possible but in no event more than three (a3) Subject to compliance by months following the Holders Effective Time of the Merger, the Company shall file with Section 2.6the SEC, Parent shall prepare and file or cause to be prepared and have filed with the SEC, no later than forty five (45) days following the Closing Date (as defined below), a Registration Statement on Form S-3 or its successor form, or, if the Company is ineligible to use Form S-3, a Registration Statement on Form S-1, for an offering to be made on a continuous basis pursuant to Rule 415 of the Act registering the resale from time to time pursuant to any method or combination of methods legally available to, and requested by, the Holders of all of the Registrable Securities then held by Holders that are not covered by an effective resale registration statement (the “Resale Shelf Registration Statement”)) pursuant to Rule 415 under the Securities Act pursuant to which all of the Registrable Securities shall be included (on the initial filing or by supplement thereto) to enable the public resale on a delayed or continuous basis of the Registrable Securities by the Holders. Parent The Company shall file the Resale Registration Statement on such form as the Company may then utilize under the rules of the SEC and use its commercially reasonable efforts to cause the have such Resale Shelf Registration Statement to be declared effective as soon as practicable after filing, but in any event under the Securities Act no later than six (6) months following the Effective Time of the Merger. The Company agrees to use its commercially reasonable efforts to maintain the effectiveness of the Resale Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing new registration statements relating to the Registrable Securities covered by such Resale Registration Statement as required by Rule 415 under the Securities Act, continuously until the date that is the earlier of (i) ninety two (902) days (or one hundred twenty (120) days if years following the SEC notifies the Company that it will “review” the date of effectiveness of such Resale Registration Statement) after the Closing Date and , or (ii) the tenth date that is the earlier of (10thA) business day after the date the Company is notified (orally or in writing, which is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, and, once effective, to keep the Resale Shelf Registration Statement continuously effective under the Act at all times until all Registrable Securities and other securities covered by the Resale Shelf Registration Statement have been disposed of may be sold by Holders under Rule 144, and without the requirement for the Company to be in accordance compliance with the intended method(scurrent public information requirements under Rule 144(c)(1) of distribution set forth in such Resale Shelf Registration Statement (or such securities have been withdrawn. In Rule 144(i)(2), if applicable) or (B) the event that Parent files a Form S-1 pursuant to this Section 2.1, Parent shall use its commercially reasonable efforts to convert date on which the Form S-1 to a Form S-3 as soon as practicable after Parent is eligible to use Form S-3Holders no longer hold any Registrable Securities.

Resale Registration Statement. As soon as reasonably practicable following the issuance of the Shares, but in any event within sixty (a) Subject to compliance by the Holders with Section 2.6, Parent shall prepare and file or cause to be prepared and filed with the SEC, no later than forty five (4560) days following the Closing Date issuance of the Shares (as defined belowthe “Filing Deadline”), the Company shall file with the Securities and Exchange Commission a Registration Statement registration statement on Form S-1 or Form S-3 or its successor form, or, if the Company is ineligible to use Form S-3, a Registration Statement on Form S-1, for an offering to be made on a continuous basis pursuant to Rule 415 (the “Resale Registration Statement”) under the Securities Act of the Act registering the resale from time to time 1933, as amended, pursuant to any method or combination of methods legally available to, and requested by, the Holders of which all of the Registrable Securities then (as defined below) shall be registered to enable the public resale on a delayed or continuous basis of the Registrable Securities by the Purchaser. For purposes of this Agreement, “Registrable Securities” means the Shares held by Holders the Purchaser including, without limitation, any shares of Common Stock issued or distributed in respect of any such Shares by way of stock dividend, stock split or distribution, or in connection with a combination of shares, recapitalization, reorganization, merger or consolidation, or otherwise, but excluding shares of Common Stock acquired in the open market before or after the date hereof, provided, however, that are not covered by the Shares will cease to be “Registrable Securities” when (a) the Shares have been sold pursuant to an effective resale registration statement or (b) the “Resale Shelf Registration Statement”Shares proposed to be sold by Purchaser, in the opinion of counsel satisfactory to the Company, may be distributed to the public without any limitation pursuant to Rule 144 of the Securities Act (or any successor provision then in effect). Parent shall use commercially reasonable efforts to cause “Reporting Period” means the Resale Shelf Registration Statement to be declared effective as soon as practicable after filing, but in any event no later than the earlier of (i) ninety (90) days (or one hundred twenty (120) days if the SEC notifies the Company that it will “review” the Registration Statement) after period commencing on the Closing Date and (ii) the tenth (10th) business day after ending on the date that all the Shares cease to be Registrable Securities. The Company is notified (orally or in writing, which is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, and, once effective, to keep the Resale Shelf Registration Statement continuously effective under the Act at all times until all Registrable Securities and other securities covered by the Resale Shelf Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Resale Shelf Registration Statement or such securities have been withdrawn. In the event that Parent files a Form S-1 pursuant to this Section 2.1, Parent shall use its commercially reasonable efforts to convert have the Form S-1 to a Form S-3 Resale Registration Statement declared effective under the Securities Act as soon as reasonably practicable after Parent filing; provided, however the Company shall not be required to include or incorporate by reference into its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 the information required by Part III of Form 10-K until the date that is eligible 120 days after the end of the Company’s fiscal year ended December 31, 2022. The Company shall maintain the effectiveness of such Resale Registration Statement (or any replacement Resale Registration Statement) with respect to use Form S-3.the Registrable Securities in accordance with the terms hereof for a period ending on the date on which all Registrable Securities covered by such Resale Registration Statement have been sold pursuant to such Resale Registration Statement or have otherwise ceased to be Registrable Securities. Subject to any comments from the staff of the SEC (the “Staff”), such Resale Registration Statement shall include the plan of distribution attached hereto as Exhibit B; provided, however, that no Purchaser shall be named as an “underwriter” in the Resale Registration Statement without the Purchaser’s prior written consent. Such Resale Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Purchaser. 3.2

Resale Registration Statement. (a) Subject to compliance by the Holders Provided that all recipients of Acquiror Parent Shares and potential recipients of Holdback Shares, Additional Holdback Shares and Dividend Shares have adequately and timely provided Acquiror with Section 2.6, Parent shall prepare and file or cause all selling shareholder information required to be prepared and filed with the SECincluded therein, no later than forty five (45) days following the Closing Date (as defined below), a Registration Statement on Form S-3 or its successor form, or, if the Company is ineligible to use Form S-3, a Registration Statement on Form S-1, for an offering to be made on a continuous basis pursuant to Rule 415 of the Act registering the resale from time to time pursuant to any method or combination of methods legally available to, and requested by, the Holders of all of the Registrable Securities then held by Holders that are not covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). Parent Acquiror shall use commercially reasonable efforts to (i) file, or cause to be filed, with the SEC within thirty (30) days of the Closing, a shelf registration statement on Form S-3 (the “Resale Shelf”) registering the resale of the Acquiror Parent Shares, the Holdback Shares, the Additional Holdback Shares and the Dividend Shares, (ii) have the Resale Shelf Registration Statement to be declared effective by the SEC as soon promptly as practicable after such filing (if it does not become effective automatically upon such filing), but in any event no later than the earlier of (i) ninety (90) days (or one hundred twenty (120) days if the SEC notifies the Company that it will “review” the Registration Statement) after the Closing Date and (iiiii) maintain the tenth (10th) business day after the date the Company is notified (orally or in writing, which is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, and, once effective, to keep effectiveness of the Resale Shelf Registration Statement continuously effective under until the Act at all times until all Registrable Securities latest to occur of (A) the date that the Acquiror Parent Shares and other securities covered by the Resale Shelf Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Resale Shelf Registration Statement or such securities have been withdrawn. In the event that Parent files a Form S-1 any Dividend Shares issued pursuant to this Section 2.1Agreement, the Holdback Shares and the Additional Holdback Shares issued pursuant to any Holdback Agreement, and any Indemnification Shares issued pursuant to any Founder Share Acknowledgment Agreement are no longer Registrable Securities (as provided in the definition therein), (B) the last date on which Acquiror Parent shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after Parent is eligible to use Form S-3.Shares or Indemnification Shares may be

Resale Registration Statement. (a) Subject The Company will file at least 180 days prior to compliance by the Holders with Section 2.6, Parent shall prepare and file or cause to be prepared and filed with expiration of the SEC, no later than forty five (45) days following the Closing Date Common Stock Transfer Period (as defined below)in the Governance Agreement) (or if a later time for filing is requested by the Holders, at such later time) with the SEC a Registration Statement shelf registration statement on Form S-3 (or its successor form, or) pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is ineligible eligible to use Form S-3file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Resale Registration Statement on Form S-1, for an offering Statement”) relating to be made on a continuous basis pursuant to Rule 415 the offer and resale of the Act registering the resale Registrable Securities by any Holder at any time and from time to time pursuant to any method or combination following the expiration of the transfer restrictions set forth in Section 7 of the Governance Agreement in accordance with the methods legally available toof distribution set forth in the plan of distribution section of the Resale Registration Statement, and requested byand, if such Resale Registration Statement is not effective within ninety (90) days of the date hereof, the Holders of all of the Registrable Securities then held by Holders that are not covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). Parent Company shall use commercially reasonable efforts to cause the such Resale Shelf Registration Statement to promptly be declared effective as soon as practicable after filing, but in any event no later than the earlier of (i) ninety (90) days (or one hundred twenty (120) days if the SEC notifies the Company that it will “review” the Registration Statement) after the Closing Date and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, which is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, and, once effective, to keep the Resale Shelf Registration Statement continuously otherwise become effective under the Act at all times until all Registrable Securities and other securities covered by Act. Any such registration pursuant to the Resale Shelf Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such shall hereinafter be referred to as a “Resale Shelf Registration Statement or such securities have been withdrawn. In Registration.” For so long as the event that Parent files a Form S-1 pursuant to this Section 2.1, Parent shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after Parent Company is eligible to use Form S-3S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Resale Registration Statement for the maximum period permitted by SEC rules, and shall replace any Resale Registration Statement at or before expiration, if applicable, with a successor effective Resale Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Resale Shelf Period”).