Common use of Registration Obligations; Filing Date Registration Clause in Contracts

Registration Obligations; Filing Date Registration. The Company shall use reasonable best efforts to prepare and file with the Commission on or prior to the Filing Date a Registration Statement covering the resale of the Registrable Securities as would permit the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by the Holder. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form). The Registration Statement shall contain the “Plan of Distribution” section in the form reasonably acceptable to the Company and the Holder. The Company shall use reasonable best efforts to cause the Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) such date as all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities or (ii) the date that is two (2) years following the Effectiveness Date (the “Effectiveness Period”). If an ASR Pro Supp is not used to comply with this Section 18.1, then by 4:00 p.m., New York City time, on the Business Day following the Effectiveness Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. For the avoidance of doubt, the Company may elect, in its sole discretion, to satisfy its obligations pursuant to this Warrant by filing an ASR Pro Supp on or prior to the Filing Date in lieu of a new Registration Statement, in which case the Company shall have satisfied its obligations pursuant to this Section 18.1 in full, and such ASR Pro Supp shall constitute a “Registration Statement” for all purposes hereof, with such necessary changes in the details of the provisions hereof as are necessitated by the context, including, without limitation, to take into account that the ASR Pro Supp is a Prospectus filed after the effectiveness of a Registration Statement and not a newly filed Registration Statement.

Registration Obligations; Filing Date Registration. The Company shall use reasonable best efforts to prepare and file with the Commission on or prior to the Filing Date a Registration Statement covering the resale of the Registrable Securities as would permit the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by the Holder. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). The Registration Statement shall contain the “Plan of Distribution” section in substantially the form reasonably acceptable to the Company and the Holder. attached hereto as Annex A. The Company shall use reasonable best efforts to cause the Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior to the Effectiveness DateDeadline, and and, subject to Section 4.1(m) hereof, to keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) such date as all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities or (ii) the date that is two (2) years following the Effectiveness Closing Date (the “Effectiveness Period”). If an ASR Pro Supp is not used to comply with this Section 18.1, then by By 4:00 p.m., p.m. (New York City time, ) on the Business Day following the Effectiveness DateDeadline, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. For the avoidance of doubt, the Company may elect, in its sole discretion, to satisfy its obligations pursuant to this Warrant by filing an ASR Pro Supp on or prior to the Filing Date in lieu of a new Registration Statement, in which case the Company shall have satisfied its obligations pursuant to this Section 18.1 in full, and such ASR Pro Supp shall constitute a “Registration Statement” for all purposes hereof, with such necessary changes in the details of the provisions hereof as are necessitated by the context, including, without limitation, to take into account that the ASR Pro Supp is a Prospectus filed after the effectiveness of a Registration Statement and not a newly filed Registration Statement.

Registration Obligations; Filing Date Registration. The On or prior to the Filing Date the Company shall use reasonable best efforts to prepare and file with the Commission on or prior to the Filing Date a Registration Statement covering the resale of the Registrable Securities as would permit or facilitate the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by the Holder; provided, however, that if the Filing Date falls on a day that is not a Business Day, such deadline shall be extended to the next Business Day. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). The Registration Statement shall contain the “Plan of Distribution” section in substantially the form reasonably acceptable to the Company and the Holder. attached hereto as Annex A. The Company shall use reasonable best efforts to cause the Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior thereof, and, subject to the Effectiveness DateSection 3(j) hereof, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) such the date as when all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities been sold under such Registration Statement; or (iiy) the date that is two (2) years following on which the Effectiveness Date Registrable Securities may be sold pursuant to Rule 144, without limitations, as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). If an ASR Pro Supp is not used to comply with this Section 18.1, then by 4:00 p.m., New York City time, By 9:30 am Eastern Time on the Business Day following the Effectiveness Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. For Intrexon acknowledges and agrees that securities other than the avoidance of doubt, the Company Registrable Securities may elect, in its sole discretion, to satisfy its obligations pursuant to this Warrant by filing an ASR Pro Supp on or prior to the Filing Date in lieu of a new Registration Statement, in which case the Company shall have satisfied its obligations pursuant to this Section 18.1 in full, and such ASR Pro Supp shall constitute a “Registration Statement” for all purposes hereof, with such necessary changes be included in the details of the provisions hereof as are necessitated by the context, including, without limitation, to take into account that the ASR Pro Supp is a Prospectus filed after the effectiveness of a Registration Statement and not a newly filed Registration Statement.

Registration Obligations; Filing Date Registration. The Company On or prior to the Filing Date, the Issuer shall use reasonable best efforts to prepare and file with the Commission on or prior to the Filing Date a Registration Statement covering the resale of the Registrable Securities as would permit the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by the HolderHolders. The Registration Statement shall be on Form S-3 (except if the Company Issuer is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Company Securities Act and the rules promulgated thereunder and the Issuer shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that the Issuer shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). The Registration Statement shall contain the “Plan of Distribution” section in the form reasonably acceptable to the Company and the Holder. The Company Issuer shall use reasonable best efforts to cause the Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior to the Effectiveness Date, and and, subject to Section 3.1(m) hereof, to keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) such date as all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities or (ii) the date that is two (2) years following the Effectiveness Date (the “Effectiveness Period”). If an ASR Pro Supp is not used to comply with this Section 18.1, then by 4:00 p.m., New York City time, By 5:30 p.m. Eastern Time on the Business Day following the Effectiveness Dateeffective date of the Registration Statement, the Company Issuer shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. For the avoidance of doubt, the Company may elect, in its sole discretion, to satisfy its obligations pursuant to this Warrant by filing an ASR Pro Supp on or prior to the Filing Date in lieu of a new Registration Statement, in which case the Company shall have satisfied its obligations pursuant to this Section 18.1 in full, and such ASR Pro Supp shall constitute a “Registration Statement” for all purposes hereof, with such necessary changes in the details of the provisions hereof as are necessitated by the context, including, without limitation, to take into account that the ASR Pro Supp is a Prospectus filed after the effectiveness of a Registration Statement and not a newly filed Registration Statement.

Registration Obligations; Filing Date Registration.  (a) The Company shall use reasonable best efforts to prepare and file with the Commission on or prior to the Filing Date a Registration Statement covering the resale of the Registrable Securities as would permit the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by the Holder. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). The Registration Statement shall contain the “Plan of Distribution” section in substantially the form reasonably acceptable to the Company and the Holder. attached hereto as Annex A. The Company shall use reasonable best efforts to cause the Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior to the Effectiveness DateDeadline, and and, subject to Section 3.1(m) hereof, to keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) such date as all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities or (ii) the date that is two (2) years following the Effectiveness Date (the “Effectiveness Period”). If an ASR Pro Supp is not used to comply with this Section 18.1, then by By 4:00 p.m., p.m. (New York City time, ) on the Business Day following the Effectiveness Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. For  (b) To the avoidance extent that staff of doubtthe Commission does not permit Registrable Securities to be registered on such Registration Statement, or such Registration Statement does not cover all Registrable Securities for any reason, the Company may electshall file, in its sole discretion, to satisfy its obligations pursuant to this Warrant by filing an ASR Pro Supp on or prior to the Filing Date in lieu Date, additional Registration Statements successively trying to register on each such additional Registration Statement the maximum number of a new remaining Registrable Securities until all Registrable Securities have been registered with the Commission. Each such additional Registration StatementStatement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder and the Company shall have satisfied its obligations pursuant undertake to this Section 18.1 in fullregister the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, and such ASR Pro Supp shall constitute a “Registration Statement” for all purposes hereof, with such necessary changes in the details of the provisions hereof as are necessitated by the context, including, without limitation, to take into account provided that the ASR Pro Supp is a Prospectus filed after Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement and not a newly on Form S-3 covering the Registrable Securities has been declared effective by the Commission). Each such additional Registration Statement shall contain the “Plan of Distribution” section in substantially the form attached hereto as Annex A. The Company shall use reasonable best efforts to cause each such additional Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event prior to the Effectiveness Deadline, and, subject to Section 3.1(m) hereof, to keep such Registration Statement continuously effective during the Effectiveness Period. By 4:00 p.m. (New York City time) on the Business Day following the Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement.. The Company shall not identify any Holder as an underwriter in any public disclosure or filing with the Commission without the prior written consent of such Holder.  (c) The number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Holders based on the number or amount of Registrable Securities held by each Holder at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the Commission. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Holders of at least a majority of the Registrable Securities. 

Registration Obligations; Filing Date Registration. The On or prior to the Filing Date, the Company shall use reasonable best efforts to prepare and file with the Commission on or prior to the Filing Date a Registration Statement covering the resale of the Registrable Securities as would permit the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by the HolderHolders. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form). The , provided that the Company shall use reasonable efforts to maintain the effectiveness of the Registration Statement shall contain then in effect until such time as a Registration Statement on Form S-3 covering the “Plan of Distribution” section in Registrable Securities has been declared effective by the form reasonably acceptable to the Company and the HolderCommission). The Company shall use reasonable best efforts to cause the Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior to the Effectiveness Date, and and, subject to Section 3.1(i) hereof, to keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) such date as all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities or (ii) the date that is two (2) years following the Effectiveness Date (the “Effectiveness Period”). If an ASR Pro Supp is not used to comply with this Section 18.1, then by 4:00 By 5:30 p.m., New York City timeEastern Time, on the Business Day following the Effectiveness Dateeffective date of the Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. For the avoidance of doubt, the Company may elect, in its sole discretion, to satisfy its obligations pursuant to this Warrant by filing an ASR Pro Supp on or prior to the Filing Date in lieu of a new Registration Statement, in which case the Company shall have satisfied its obligations pursuant to this Section 18.1 in full, and such ASR Pro Supp shall constitute a “Registration Statement” for all purposes hereof, with such necessary changes in the details of the provisions hereof as are necessitated by the context, including, without limitation, to take into account that the ASR Pro Supp is a Prospectus filed after the effectiveness of a Registration Statement and not a newly filed Registration Statement.

Registration Obligations; Filing Date Registration. The Company shall use reasonable best efforts to prepare and file with the Commission on On or prior to the Filing Date Borrower Representative shall prepare and file with the SEC a Registration Statement covering the resale of the Registrable Securities as would permit or facilitate the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by the HolderAdministrative Agent on behalf of Holders; provided, however, that if the Filing Date falls on a day that is not a Business Day, such deadline shall be extended to the next Business Day. The Registration Statement shall be on Form S-3 (except if the Company Borrower Representative is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Company Securities Act and the rules promulgated thereunder and Borrower Representative shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that Borrower Representative shall use commercially reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC). The Registration Statement shall contain the “Plan of Distribution” section in substantially the form reasonably acceptable to the Company and the Holder. The Company attached hereto as Annex A. Borrower Representative shall use commercially reasonable best efforts to cause the Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior thereof, and, subject to the Effectiveness DateSection 2.10 hereof, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) such the date as when all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities been sold under such Registration Statement; or (iiy) the date that is two (2) years following on which the Effectiveness Date Registrable Securities may be immediately be sold pursuant to Rule 144, without limitations, as determined by the counsel to Borrower Representative pursuant to a written opinion letter, addressed to Borrower Representative’s transfer agent to such effect (the “Effectiveness Period”). If an ASR Pro Supp is not used to comply with this Section 18.1, then by 4:00 p.m., New York City time, By 9:30 am Eastern Time on the Business Day following the Effectiveness Datedate the Registration Statement is declared effective, the Company Borrower Representative shall file with the Commission SEC in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. For Lenders acknowledge and agree that securities other than the avoidance of doubt, the Company Registrable Securities may elect, in its sole discretion, to satisfy its obligations pursuant to this Warrant by filing an ASR Pro Supp on or prior to the Filing Date in lieu of a new Registration Statement, in which case the Company shall have satisfied its obligations pursuant to this Section 18.1 in full, and such ASR Pro Supp shall constitute a “Registration Statement” for all purposes hereof, with such necessary changes be included in the details of the provisions hereof as are necessitated by the context, including, without limitation, to take into account that the ASR Pro Supp is a Prospectus filed after the effectiveness of a Registration Statement and not a newly filed Registration Statement.

Registration Obligations; Filing Date Registration. The Company shall use reasonable best efforts to prepare and file with the Commission on or prior to ON OR PRIOR TO THE FILING DATE, PARENT SHALL PREPARE AND FILE WITH THE SEC A REGISTRATION STATEMENT COVERING THE RESALE OF THE REGISTRABLE SECURITIES AS WOULD PERMIT OR FACILITATE THE SALE AND DISTRIBUTION OF ALL THE REGISTRABLE SECURITIES IN THE MANNER REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT ON BEHALF OF HOLDERS; PROVIDED, however, that if the Filing Date falls on a Registration Statement covering day that is not a Business Day, such deadline shall be extended to the resale of the Registrable Securities as would permit the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by the Holdernext Business Day. The Registration Statement shall be on Form S-3 (except if the Company Parent is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Company Securities Act and the rules promulgated thereunder and Parent shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that Parent shall use commercially reasonable efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC). The Registration Statement shall contain the “Plan of Distribution” section in substantially the form reasonably acceptable to the Company and the Holder. The Company attached hereto as Annex A. Parent shall use commercially reasonable best efforts to cause the Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior thereof, and, subject to the Effectiveness DateArticle 2 hereof, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) such the date as when all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities been sold under such Registration Statement; or (iiy) the date that is two on which the Registrable Securities may be immediately be sold pursuant to Rule 144, without volume limitations, by persons who are not Affiliates (2and have not been Affiliates at any time in the prior three months) years following of the Effectiveness Date Parent as determined by the counsel to Parent (the “Effectiveness Period”). If an ASR Pro Supp is not used to comply with this Section 18.1, then by 4:00 p.m., New York City time, By 9:30 am Eastern Time on the Business Day following the Effectiveness Datedate the Registration Statement is declared effective, the Company Parent shall file with the Commission SEC in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. For Lenders acknowledge and agree that securities other than the avoidance of doubt, the Company Registrable Securities may elect, in its sole discretion, to satisfy its obligations pursuant to this Warrant by filing an ASR Pro Supp on or prior to the Filing Date in lieu of a new Registration Statement, in which case the Company shall have satisfied its obligations pursuant to this Section 18.1 in full, and such ASR Pro Supp shall constitute a “Registration Statement” for all purposes hereof, with such necessary changes be included in the details of the provisions hereof as are necessitated by the context, including, without limitation, to take into account that the ASR Pro Supp is a Prospectus filed after the effectiveness of a Registration Statement and not a newly filed Registration Statement.

Registration Obligations; Filing Date Registration. The Company On or prior to the Filing Date, Borrower Representative shall use reasonable best efforts to prepare and file with the Commission on or prior to the Filing Date SEC a Registration Statement covering the resale of the Registrable Securities as would permit or facilitate the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by the HolderAdministrative Agent on behalf of Holders; provided, however, that if the Filing Date falls on a day that is not a Business Day, such deadline shall be extended to the next Business Day. The Registration Statement shall be on Form S-3 (except if the Company Borrower Representative is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Company Securities Act and the rules promulgated thereunder and Borrower Representative shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that Borrower Representative shall use commercially reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC). The Registration Statement shall contain the “Plan of Distribution” section in substantially the form reasonably acceptable to the Company and the Holder. The Company attached hereto as Annex A. Borrower Representative shall use commercially reasonable best efforts to cause the Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior thereof, and, subject to the Effectiveness DateSection 2.10 hereof, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) such the date as when all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities been sold under such Registration Statement; or (iiy) the date that on which the Registrable Securities may be immediately be sold by a person who is two not, and has not been in the preceding 90 days, an affiliate (2as defined in Rule 144) years following of the Effectiveness Date Borrower Representative pursuant to Rule 144, without any time, volume or manner limitations, as determined by the counsel to Borrower Representative (the “Effectiveness Period”). If an ASR Pro Supp is not used to comply with this Section 18.1, then by 4:00 p.m., New York City time, By 9:30 am Eastern Time on the second Business Day following the Effectiveness Datedate the Registration Statement is declared effective, the Company Borrower Representative shall file with the Commission SEC in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. For ▇▇▇▇▇▇▇ acknowledge and agree that securities other than the avoidance of doubt, the Company Registrable Securities may elect, in its sole discretion, to satisfy its obligations pursuant to this Warrant by filing an ASR Pro Supp on or prior to the Filing Date in lieu of a new Registration Statement, in which case the Company shall have satisfied its obligations pursuant to this Section 18.1 in full, and such ASR Pro Supp shall constitute a “Registration Statement” for all purposes hereof, with such necessary changes be included in the details of the provisions hereof as are necessitated by the context, including, without limitation, to take into account that the ASR Pro Supp is a Prospectus filed after the effectiveness of a Registration Statement and not a newly filed Registration Statement.

Registration Obligations; Filing Date Registration. The On or prior to each of the respective Filing Dates, the Company shall use reasonable best efforts to prepare and file with the Commission on or prior to the Filing Date a Registration Statement covering the resale of the Registrable Securities as would permit or facilitate the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by the Holder; provided, however, that if a Filing Date falls on a day that is not a Business Day, such deadline shall be extended to the next Business Day. The Registration Statement shall be on Form S-3 (except if the (i)the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, or (ii) the Board deems it to be in the best interests of the Company to utilize Form S-1 in order to preserve the number of shares that the Company will be eligible to register utilizing Form S-3 for potential financing transactions for the upcoming 12 month period; provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 or Form S-1, as the case may be, covering the Registrable Securities has been declared effective by the Commission). The Registration Statement shall contain the “Plan of Distribution” section in substantially the form reasonably acceptable to the Company and the Holder. attached hereto as Annex A. The Company shall use reasonable best efforts to cause the Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior thereof, and, subject to the Effectiveness DateSection 3(j) hereof, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) such the date as when all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities been sold under such Registration Statement; or (iiy) the date that is two (2) years following on which the Effectiveness Date Registrable Securities may be sold pursuant to Rule 144, without limitations, as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). If an ASR Pro Supp is not used to comply with this Section 18.1, then by 4:00 p.m., New York City time, By 9:30 am Eastern Time on the Business Day following the Effectiveness Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. For Intrexon acknowledges and agrees that securities other than the avoidance of doubt, the Company Registrable Securities may elect, in its sole discretion, to satisfy its obligations pursuant to this Warrant by filing an ASR Pro Supp on or prior to the Filing Date in lieu of a new Registration Statement, in which case the Company shall have satisfied its obligations pursuant to this Section 18.1 in full, and such ASR Pro Supp shall constitute a “Registration Statement” for all purposes hereof, with such necessary changes be included in the details of the provisions hereof as are necessitated by the context, including, without limitation, to take into account that the ASR Pro Supp is a Prospectus filed after the effectiveness of a Registration Statement and not a newly filed Registration Statement.

Registration Obligations; Filing Date Registration. (a) The Company shall use reasonable best efforts to prepare and file with the Commission on or prior to the Filing Date a Registration Statement covering the resale of the Registrable Securities as would permit the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by the Holder415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). The Registration Statement shall contain the “Plan of Distribution” section in substantially the form reasonably acceptable to the Company and the Holder. attached hereto as Annex A. The Company shall use reasonable best efforts to cause the Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior to the Effectiveness DateDeadline, and and, subject to Section 3.1(l) hereof, to keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) such date as all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities or (ii) the date that is two (2) years following the Effectiveness Date (the “Effectiveness Period”). If an ASR Pro Supp is not used to comply with this Section 18.1, then by By 4:00 p.m., p.m. (New York City time, ) on the Business Day following the Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. (b) To the extent that staff of the Commission does not permit Registrable Securities to be registered on such Registration Statement, or such Registration Statement does not cover all Registrable Securities for any reason, the Company shall file, by the Filing Date, additional Registration Statements successively trying to register on each such additional Registration Statement the maximum number of remaining Registrable Securities until all Registrable Securities have been registered with the Commission. Each such additional Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). Each such additional Registration Statement shall contain the “Plan of Distribution” section in substantially the form attached hereto as Annex A. The Company shall use reasonable best efforts to cause each such additional Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event prior to the Effectiveness Deadline, and, subject to Section 3.1(l) hereof, to keep such Registration Statement continuously effective during the Effectiveness Period. By 4:00 p.m. (New York City time) on the Business Day following the Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. For the avoidance of doubt, the Company may elect, in its sole discretion, to satisfy its obligations pursuant to this Warrant by filing an ASR Pro Supp on or prior to the Filing Date in lieu of a new Registration Statement, in which case the The Company shall have satisfied its obligations pursuant to this Section 18.1 not identify any Holder as an underwriter in full, and any public disclosure or filing with the Commission without the prior written consent of such ASR Pro Supp shall constitute a “Registration Statement” for all purposes hereof, with such necessary changes Holder. (c) The number of Registrable Securities included in the details of the provisions hereof as are necessitated by the context, including, without limitation, to take into account that the ASR Pro Supp is a Prospectus filed after the effectiveness of a any Registration Statement and not a newly filed any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Holders based on the number or amount of Registrable Securities held by each Holder at the time the Registration StatementStatement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the Commission. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Requisite Holders.

Registration Obligations; Filing Date Registration. The Company On or prior to the Filing Date, Parent shall use reasonable best efforts to prepare and file with the Commission on or prior to the Filing Date SEC a Registration Statement covering the resale of the Registrable Securities as would permit or facilitate the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by Holder on behalf of Designated Holder; provided, however, that if the HolderFiling Date falls on a day that is not a Business Day, such deadline shall be extended to the next Business Day. The Registration Statement shall be on Form S-3 (except if the Company Parent is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Company Securities Act and the rules promulgated thereunder and Parent shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that Parent shall use commercially reasonable efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC). The Registration Statement shall contain the “Plan of Distribution” section in substantially the form reasonably acceptable to the Company and the Holder. The Company attached hereto as Annex A. Parent shall use commercially reasonable best efforts to cause the Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior thereof, and, subject to the Effectiveness DateSection 2.10 hereof, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) such the date as when all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities been sold under such Registration Statement; or (iiy) the date that is two (2) years following on which the Effectiveness Date Registrable Securities may be immediately be sold pursuant to Rule 144, without limitations, as determined by the counsel to Parent pursuant to a written opinion letter, addressed to Parent’s transfer agent to such effect (the “Effectiveness Period”). If an ASR Pro Supp is not used to comply with this Section 18.1, then by 4:00 p.m., New York City time, By 9:30 am Eastern Time on the Business Day following the Effectiveness Datedate the Registration Statement is declared effective, the Company Parent shall file with the Commission SEC in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. For ▇▇▇▇▇▇ acknowledges and agrees (and by acceptance of the avoidance of doubtConversion Shares, Designated Holder shall be deemed to have acknowledged and agreed) that securities other than the Company Registrable Securities may elect, in its sole discretion, to satisfy its obligations pursuant to this Warrant by filing an ASR Pro Supp on or prior to the Filing Date in lieu of a new Registration Statement, in which case the Company shall have satisfied its obligations pursuant to this Section 18.1 in full, and such ASR Pro Supp shall constitute a “Registration Statement” for all purposes hereof, with such necessary changes be included in the details of the provisions hereof as are necessitated by the context, including, without limitation, to take into account that the ASR Pro Supp is a Prospectus filed after the effectiveness of a Registration Statement and not a newly filed Registration Statement.

Registration Obligations; Filing Date Registration. The Company shall use reasonable best efforts to prepare and file with the Commission on or prior to the Filing Date a Registration Statement covering the resale of the Registrable Securities as would permit the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by the Holder. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). The Registration Statement shall contain the “Plan of Distribution” section in substantially the form reasonably acceptable to the Company and the Holder. attached hereto as Annex A. The Company shall use reasonable best efforts to cause the Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior to the Effectiveness DateDeadline, and and, subject to Section 3.1(m) hereof, to keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) such date as all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities or (ii) the date that is two (2) years following the Effectiveness Closing Date (the “Effectiveness Period”). If an ASR Pro Supp is not used to comply with this Section 18.1, then by By 4:00 p.m., p.m. (New York City time, ) on the Business Day following the Effectiveness Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. For the avoidance of doubt, the Company may elect, in its sole discretion, to satisfy its obligations pursuant to this Warrant by filing an ASR Pro Supp on or prior to the Filing Date in lieu of a new Registration Statement, in which case the Company shall have satisfied its obligations pursuant to this Section 18.1 in full, and such ASR Pro Supp shall constitute a “Registration Statement” for all purposes hereof, with such necessary changes in the details of the provisions hereof as are necessitated by the context, including, without limitation, to take into account that the ASR Pro Supp is a Prospectus filed after the effectiveness of a Registration Statement and not a newly filed Registration Statement.

Registration Obligations; Filing Date Registration. The Company On or prior to the Filing Date, Borrower Representative shall use reasonable best efforts to prepare and file with the Commission on or prior to the Filing Date SEC a Registration Statement covering the resale of the Registrable Securities as would permit or facilitate the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by the HolderAdministrative Agent on behalf of Holders; provided, however, that if the Filing Date falls on a day that is not a Business Day, such deadline shall be extended to the next Business Day. The Registration Statement shall be on Form S-3 (except if the Company Borrower Representative is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Company Securities Act and the rules promulgated thereunder and Borrower Representative shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that Borrower Representative shall use commercially reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC). The Registration Statement shall contain the “Plan of Distribution” section in substantially the form reasonably acceptable to the Company and the Holder. The Company attached hereto as Annex A. Borrower Representative shall use commercially reasonable best efforts to cause the Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior thereof, and, subject to the Effectiveness DateSection 2.10 hereof, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) such the date as when all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities been sold under such Registration Statement; or (iiy) the date that is two (2) years following on which the Effectiveness Date Registrable Securities may be immediately be sold pursuant to Rule 144, without limitations, as determined by the counsel to Borrower Representative pursuant to a written opinion letter, addressed to Borrower Representative’s transfer agent to such effect (the “Effectiveness Period”). If an ASR Pro Supp is not used to comply with this Section 18.1, then by 4:00 p.m., New York City time, By 9:30 am Eastern Time on the Business Day following the Effectiveness Datedate the Registration Statement is declared effective, the Company Borrower Representative shall file with the Commission SEC in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. For Lenders acknowledge and agree that securities other than the avoidance of doubt, the Company Registrable Securities may elect, in its sole discretion, to satisfy its obligations pursuant to this Warrant by filing an ASR Pro Supp on or prior to the Filing Date in lieu of a new Registration Statement, in which case the Company shall have satisfied its obligations pursuant to this Section 18.1 in full, and such ASR Pro Supp shall constitute a “Registration Statement” for all purposes hereof, with such necessary changes be included in the details of the provisions hereof as are necessitated by the context, including, without limitation, to take into account that the ASR Pro Supp is a Prospectus filed after the effectiveness of a Registration Statement and not a newly filed Registration Statement.

Registration Obligations; Filing Date Registration. The On or prior to the Filing Date the Company shall use reasonable best efforts to prepare and file with the Commission on or prior to the Filing Date a Registration Statement covering the resale of the Registrable Securities as would permit or facilitate the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by the Holder; provided, however, that if the Filing Date falls on a day that is not a Business Day, such deadline shall be extended to the next Business Day. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). The Registration Statement shall contain the “Plan of Distribution” section in substantially the form reasonably acceptable to the Company and the Holder. attached hereto as Annex A. The Company shall use reasonable best efforts to cause the Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior thereof, and, subject to the Effectiveness DateSection 3(j) hereof, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) such the date as when all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities been sold under such Registration Statement; or (iiy) the date that is two (2) years following on which the Effectiveness Date Registrable Securities may be sold pursuant to Rule 144, without limitations, as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). If an ASR Pro Supp is not used to comply with this Section 18.1, then by 4:00 p.m., New York City time, By 9:30 am Eastern Time on the Business Day following the Effectiveness Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. For Intrexon acknowledges and agrees that securities other than the avoidance of doubt, Registrable Securities may be included in the Company may elect, in its sole discretion, to satisfy its obligations pursuant to this Warrant by filing an ASR Pro Supp on or prior to the Filing Date in lieu of a new Registration Statement, in which case the Company shall have satisfied its obligations pursuant to this Section 18.1 in full, and such ASR Pro Supp shall constitute a “Registration Statement” for all purposes hereof, with such necessary changes in the details of the provisions hereof as are necessitated by the context, including, without limitation, to take into account that the ASR Pro Supp is a Prospectus filed after the effectiveness of a Registration Statement and not a newly filed Registration Statement. 3.

Registration Obligations; Filing Date Registration. The (a) As promptly as practicable following the Closing Date, but in no event later than the Filing Deadline, the Company shall use reasonable best efforts to prepare and file with the Commission on or prior to the Filing Date SEC a Registration Statement covering the resale of the Registrable Securities as would permit the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by the HolderPurchaser. The Registration Statement shall be on Form S-3 S-1 (except if or such other form available to the Company is not then eligible to register for resale the registration of the Registrable Securities on Form S-3, at the time of filing as determined in which case good faith by counsel of the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such formCompany). The Registration Statement shall contain the “Plan of Distribution” section in substantially the form reasonably acceptable attached hereto as Annex A, subject to any SEC comments; provided, however, that the Purchaser shall not be named as an “underwriter” in the Registration Statement without the Purchaser’s prior written consent. Such Registration Statement also shall cover, to the Company extent allowable under the Securities Act and the Holderrules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Company Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Company Common Stock or other securities for the account of any other holder without the prior written consent of the Purchaser. The Company shall use reasonable best efforts to cause the Registration Statement filed by it to be declared effective by the SEC under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior to the Effectiveness DateDeadline, and and, subject to Section 3.1(m) hereof, to keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) such date as all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities or (ii) the date that is two (2) years following the Effectiveness Date (the “Effectiveness Period”). If an ASR Pro Supp is not used to comply with this Section 18.1, then by By 4:00 p.m., New York City Eastern time, on the Business Day following the Effectiveness Effective Date, the Company shall file with the Commission SEC in accordance with Rule 424 424(b)(3) under the Securities Act the final prospectus Prospectus to be used in connection with sales pursuant to such Registration Statement. For ​ (b) Promptly following the avoidance of doubtdate (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), the Company may electshall file a registration statement on Form S-3 covering the Registrable Securities (or a post- effective amendment on Form S-3 to the registration statement on Form S-1) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter, provided that the Company shall maintain the effectiveness of all Shelf Registration Statements then in its sole discretioneffect and the availability for use of each Prospectus contained therein until such time as a Shelf Registration Statement covering the resale of all the Registrable Securities has been declared effective by the SEC and the Prospectus contained therein is available for use or, if sooner, the expiration of the Effectiveness Period. ​ (c) If (i) a Registration Statement covering the resale of all of the Registrable Securities required to satisfy its obligations be covered thereby and required to be filed by the Company pursuant to this Warrant by filing an ASR Pro Supp Agreement is (A) not filed with the SEC on or prior to before the Filing Date in lieu of Deadline for such Registration Statement (a new “Filing Failure”) (it being understood that if the Company files a Registration StatementStatement without affording Purchaser the opportunity to review and comment on the same as required hereby, in which case the Company shall be deemed to not have satisfied its obligations this clause (i)(A) and such event shall be deemed to be a Filing Failure) or (B) not declared effective by the SEC on or before the Effectiveness Deadline for such Registration Statement (an “Effectiveness Failure”), (ii) on any day after the Effective Date of a Registration Statement sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made pursuant to this Section 18.1 in full, and such ASR Pro Supp shall constitute a “Registration Statement” for all purposes hereof, with such necessary changes in the details of the provisions hereof as are necessitated by the context, Statement (including, without limitation, because of a failure to take into account that keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to have the ASR Pro Supp shares of Common Stock listed or ​ 4 ​ ​ ​ ​ ​ quoted for trading on Nasdaq (as defined below), any other national securities exchange or any market of the OTC Markets for three (3) consecutive trading days, or a failure to register a sufficient number of shares of Common Stock or by reason of a stop order) or the prospectus contained therein is not properly available for use for any reason (a Prospectus filed after the effectiveness of “Maintenance Failure”), or (iii) a Registration Statement is not effective for any reason or the prospectus contained therein is not properly available for use for any reason, the Company fails to file with the SEC any required reports under Section 13 or 15(d) of the Exchange Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (a “Current Public Information Failure”) as a result of which the Purchaser is unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions), then, as liquidated relief for the damages to any holder by reason of any such delay in, or reduction of, its ability to sell the underlying shares of Common Stock (which remedy, other than the right to require specific performance, shall be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash or Common Stock (calculated using the consolidated closing bid price of the applicable payment date) equal to one percent (1.0%) of the Closing Consideration (as defined in the Purchase Agreement) (1) within three (3) days after the date of such Filing Failure, Effectiveness Failure, Maintenance Failure or Current Public Information Failure, as applicable, and not (2) on every thirty (30) day anniversary of (I) a newly filed Filing Failure until such Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III) a Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information Failure until the earlier of (i) the date such Current Public Information Failure is cured and (ii) such time that such public information is no longer required pursuant to Rule 144 (in each case, pro-rated for periods totaling less than thirty (30) days). The payments to which a holder of Registrable Securities shall be entitled pursuant to this Section 2(c) are referred to herein as “Registration StatementDelay Payments.” Following the initial Registration Delay Payment for any particular event or failure (which shall be paid on the date of such event or failure, as set forth above), without limiting the foregoing, if an event or failure giving rise to the Registration Delay Payments is cured prior to any thirty (30) day anniversary of such event or failure, then no further Registration Delay Payment(s) shall be due after such cure. In the event the Company fails to make Registration Delay Payments in a timely manner in accordance with the foregoing, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, no Registration Delay Payments shall be owed to Purchaser: (i) with respect to a Filing Failure, an Effectiveness Failure, a Maintenance Failure or a Current Public Information Failure, for any period after the earlier of (x) the date on which Purchaser may conduct a resale of all of its Registrable Securities in reliance on a valid exemption from registration in accordance with Rule 144 or (y) the date on which Purchaser sold, transferred or otherwise disposed of all of its Registrable Securities and

Registration Obligations; Filing Date Registration. The (a) As promptly as practicable following the Closing Date, the Company shall use reasonable best efforts to prepare and file with the Commission on or prior to the Filing Date SEC a Registration Statement covering the resale of the Registrable Securities as would permit the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by the HolderHolders. The Registration Statement shall be on Form S-3 S-1 (except if or such other form available to the Company is not then eligible to register for resale the registration of the Registrable Securities on Form S-3, at the time of filing as determined in which case good faith by counsel of the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such formCompany). The Registration Statement shall contain the “Plan of Distribution” section in substantially the form reasonably acceptable attached hereto as Annex A, subject to any SEC comments; provided, however, that no Purchaser shall be named as an “underwriter” in the Registration Statement without the Purchaser’s prior written consent. Such Registration Statement also shall cover, to the Company extent allowable under the Securities Act and the Holderrules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Company Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Company Common Stock or other securities for the account of any other holder without the prior written consent of the Required Holders (as defined in Section 7.3 hereof). The Company shall use reasonable best efforts to cause the Registration Statement filed by it to be declared effective by the SEC under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior to the Effectiveness DateDeadline, and and, subject to Section 3.1(m) hereof, to keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) such date as all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities or (ii) the date that is two (2) years following the Effectiveness Date (the “Effectiveness Period”). If an ASR Pro Supp is not used to comply with this Section 18.1, then by By 4:00 p.m., New York City Eastern time, on the Business Day following the Effectiveness Effective Date, the Company shall file with the Commission SEC in accordance with Rule 424 424(b)(3) under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. For . (b) Promptly following the avoidance of doubtdate (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), the Company may elect, in its sole discretion, to satisfy its obligations pursuant to this Warrant by filing an ASR Pro Supp shall file a registration statement on Form S-3 covering the Registrable Securities (or prior a post- effective amendment on Form S-3 to the Filing Date in lieu of registration statement on Form S-1) (a new “Shelf Registration Statement, ”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. (c) If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in which case the Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act or requires any Purchaser to be named as an “underwriter,” the Company shall use its reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Purchasers is an “underwriter.” The Purchasers shall have satisfied the right to have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Purchasers’ counsel reasonably objects. In the event that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.1(c), the SEC refuses to alter its obligations position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Purchaser as an “underwriter” in such Registration Statement without the prior written consent of such Purchaser. Any cut-back imposed on the Purchasers pursuant to this Section 18.1 2.1(c) shall be allocated among the Purchasers on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Purchasers otherwise agree. No liquidated damages shall accrue as to any Cut Back Shares until such date as the Company is able to effect the registration of such Cut Back Shares in fullaccordance with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). From and such ASR Pro Supp shall constitute a “Registration Statement” for after the Restriction Termination Date applicable to any Cut Back Shares, all purposes hereof, with such necessary changes in the details of the provisions hereof as are necessitated by of this Section 2 (including the contextliquidated damages provisions) shall again be applicable to such Cut Back Shares; provided, includinghowever, without limitationthat (i) the Filing Deadline and the Qualification Deadline for the Registration Statement including such Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, to take into account that and (ii) the ASR Pro Supp is a Prospectus filed Effectiveness Deadline shall be the 60th day immediately after the effectiveness Restriction Termination Date. The Company will file such additional Registration Statements at the earliest practicable date on which the Company is permitted by SEC Restrictions to file such additional Registration Statements related to the Registrable Securities, each registering the Rule 415 Amount, seriatim, until all of a Registration Statement and not a newly filed Registration Statementthe Registrable Securities have been registered.

Registration Obligations; Filing Date Registration. The (a) As promptly as practicable following the Closing Date, the Company shall use reasonable best efforts to prepare and file with the Commission on or prior to the Filing Date a Registration Statement covering the resale of the Registrable Securities as would permit the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by the Holder. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form)S-1. The Registration Statement shall contain the “Plan of Distribution” section in substantially the form reasonably acceptable attached hereto as Annex A, subject to any Commission comments; provided, however, that no Purchaser shall be named as an “underwriter” in the Registration Statement without the Purchaser’s prior written consent. Such Registration Statement also shall cover, to the Company extent allowable under the Securities Act and the Holderrules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Company Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Company Common Stock or other securities for the account of any other holder without the prior written consent of the Required Holders (as defined in Section 7.3 hereof). The Company shall use reasonable best efforts to cause the Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior to the Effectiveness DateDeadline, and and, subject to Section 3.1(m) hereof, to keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) such date as all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities or (ii) the date that is two (2) years following the Effectiveness Date (the “Effectiveness Period”). If an ASR Pro Supp is not used to comply with this Section 18.1, then by By 4:00 p.m., New York City Eastern time, on the Business Day following the Effectiveness Effective Date, the Company shall file with the Commission in accordance with Rule 424 424(b)(3) under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. For . (b) Promptly following the avoidance of doubtdate (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), the Company may elect, in its sole discretion, to satisfy its obligations pursuant to this Warrant by filing an ASR Pro Supp shall file a registration statement on Form S-3 covering the Registrable Securities (or prior a post-effective amendment on Form S-3 to the Filing Date in lieu of registration statement on Form S-1) (a new “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. (c) If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in the Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act or requires any Purchaser to be named as an “underwriter”, in which case the Company shall use its best efforts to persuade the Commission that the offering contemplated by the Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Purchasers is an “underwriter”. The Purchasers shall have satisfied the right to participate or have their counsel participate in any meetings or discussions with the Commission regarding the Commission’s position and to comment or have their counsel comment on any written submission made to the Commission with respect thereto. No such written submission shall be made to the Commission to which the Purchasers’ counsel reasonably objects. In the event that, despite the Company’s best efforts and compliance with the terms of this Section 2.1(c), the Commission refuses to alter its obligations position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Purchaser as an “underwriter” in such Registration Statement without the prior written consent of such Purchaser. Any cut-back imposed on the Purchasers pursuant to this Section 18.1 2.1(c) shall be allocated among the Purchasers on a pro rata basis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Purchasers otherwise agree. No liquidated damages shall accrue as to any Cut Back Shares until such date as the Company is able to effect the registration of such Cut Back Shares in fullaccordance with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). From and such ASR Pro Supp shall constitute a “Registration Statement” for after the Restriction Termination Date applicable to any Cut Back Shares, all purposes hereof, with such necessary changes in the details of the provisions hereof as are necessitated by of this Section 2 (including the contextliquidated damages provisions) shall again be applicable to such Cut Back Shares; provided, includinghowever, without limitationthat (i) the Filing Deadline and the Qualification Deadline for the Registration Statement including such Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, to take into account that and (ii) the ASR Pro Supp is a Prospectus filed Effectiveness Deadline shall be the 60th day immediately after the effectiveness Restriction Termination Date. The Company will file such additional Registration Statements at the earliest practicable date on which the Company is permitted by SEC Restrictions to file such additional Registration Statements related to the Registrable Securities, each registering the Rule 415 Amount, seriatim, until all of a Registration Statement and not a newly filed Registration Statementthe Registrable Securities have been registered.

Registration Obligations; Filing Date Registration. The On or prior to the Filing Date, the Company shall use reasonable best efforts to prepare and file with the Commission on or prior to the Filing Date SEC a Registration Statement covering the resale of the Registrable Securities as would permit or facilitate the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by Holder; provided, however, that if the HolderFiling Date falls on a day that is not a Business Day, such deadline shall be extended to the next Business Day. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that the Company shall use commercially reasonable efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC). The Registration Statement shall contain the “Plan of Distribution” section in substantially the form reasonably acceptable to attached hereto as Annex A. the Company and the Holder. The Company shall use commercially reasonable best efforts to cause the Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior thereof, and, subject to the Effectiveness DateSection 2.10 hereof, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) such the date as when all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities been sold under such Registration Statement; or (iiy) the date that is two (2) years following on which the Effectiveness Date Registrable Securities may be immediately be sold pursuant to Rule 144, without limitations, as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). If an ASR Pro Supp is not used to comply with this Section 18.1, then by 4:00 p.m., New York City time, By 9:30 am Eastern Time on the Business Day following the Effectiveness Datedate the Registration Statement is declared effective, the Company shall file with the Commission SEC in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. For ▇▇▇▇▇▇▇ acknowledge and agree that securities other than the avoidance of doubt, the Company Registrable Securities may elect, in its sole discretion, to satisfy its obligations pursuant to this Warrant by filing an ASR Pro Supp on or prior to the Filing Date in lieu of a new Registration Statement, in which case the Company shall have satisfied its obligations pursuant to this Section 18.1 in full, and such ASR Pro Supp shall constitute a “Registration Statement” for all purposes hereof, with such necessary changes be included in the details of the provisions hereof as are necessitated by the context, including, without limitation, to take into account that the ASR Pro Supp is a Prospectus filed after the effectiveness of a Registration Statement and not a newly filed Registration Statement.