Common use of Registration Statement Clause in Contracts

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.

Registration Statement. (a) As The Company shall, as soon as practicable after possible, file with the date hereof SEC an initial Registration Statement covering the maximum number of Shares as shall be permitted to be included therein in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Shares by the Investor, at then prevailing market prices (and in no event later than the date that the definitive Proxy not fixed prices). The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement has been filed and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq give due consideration to list the Registrable Securities covered all reasonable comments. The Investor shall furnish all information reasonably requested by the Initial Registration Statement and Company for inclusion therein. The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuanceRegistration Statement declared effective by the SEC at the earliest possible date. In addition, the The Company will from time to time shall use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable best efforts to keep the Registration Statement continuously effective under effective, available for the Securities Act resale by the Investor of all of the Shares covered thereby at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date as of which the Investor may sell all of the Shares purchased by the Investor without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all Registrable Securities the Shares covered thereby. The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. The Company shall promptly notify the Investor upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect of an offering of the Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement have been sold thereunder for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Securities for sale in accordance with any jurisdiction or the plan and method initiation or notice of distribution disclosed any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the prospectus included making of any changes in the Registration Statement, (ii) there otherwise cease related prospectus or documents so that, in the case of a Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any Registrable Securities untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iiiv) if the Company consolidates Company’s reasonable determination that a post-effective amendment or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change supplement to the Registration Statement would be appropriate, and the Company Common Stock is, in whole shall promptly make available to Investor any such supplement or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and amendment to the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the related prospectus. The Company shall use its reasonable efforts not deliver to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or Investor any successor form thereto). Notwithstanding anything herein to Put Notice during the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request continuation of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to foregoing events in this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force5.8.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts On or prior to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration each Filing Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Commission a Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on covering the Nasdaq, subject only to official notice resale of issuance. In addition, all of the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not then registered for resale pursuant to a the Initial on an effective Registration Statement on Form S-▇, ▇▇▇▇ ▇-▇, or other appropriate form which the Company is eligible to use under SEC Guidance in accordance herewith, and will shall contain (unless otherwise directed by at least 60% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause such a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective or otherwise to become effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and will shall use its reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act at until all times until the Registration Termination Date. Any Registrable Securities covered by such Registration Statement filed (i) have been sold, thereunder or pursuant to this Section 2 Rule 144, or (ii) may be sold without volume or manner of sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect and specifically addressing the Company’s former status as a “shell” company for purposes of Rule 144(i), addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall cover only Registrable Securitiestelephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on Form S-3 the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a successor form) if the Company is eligible to use such form and final Prospectus as foresaid shall be deemed an automatically effective Registration Statement if the Company is a WKSIEvent under Section 2(d). (b) Subject Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable 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 each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-▇, ▇▇▇▇ ▇-▇ or such other form available to register for resale the Registrable Securities as a secondary offering,; with respect to filing on Form S-▇, ▇▇▇▇ ▇-▇ or other appropriate form, and subject to the provisions of Section 32(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use 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. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; and b. Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Common Shares held by such Holders). c. Third, the Company shall reduce Registrable Securities represented by Common Shares (applied, in the case that some Common Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders). d. Fourth, the Company shall reduce Registrable Securities represented by any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event (applied, in the case that some securities may be registered, to the Holders on a pro rata basis based on the total number of unregistered securities held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to keep file with the initial Registration Statement (Commission, as promptly as allowed by Commission or any replacement SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-▇, ▇▇▇▇ ▇-▇ or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): If: (i) the date on which all Registrable Securities covered by the Initial Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, is not filed on or prior to its Filing Date (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (csame as required by Section 3(a) From and after the date hereof until the Registration Termination Dateherein, the Company shall use its reasonable efforts be deemed to maintain eligibility to be able have not satisfied this clause (i)), or (ii) the Company fails to file and use with the Commission a request for acceleration of a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein in accordance with Rule 461 promulgated by the Commission pursuant to the contrarySecurities Act, during such period within five Trading Days of time from and after the Registration Date date that the Company ceases is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to be eligible further review, or (iii) prior to file or use the effective date of a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable SecuritiesStatement, the Company shall use its reasonable efforts fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement on Form S-1 within fifteen (15) calendar days after the receipt of comments by or any successor form) under notice from the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such fifteen (15) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Purchasers may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Purchaser 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 the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, Purchase Agreement The parties agree that the minimum amount of such Registrable Securities maximum aggregate liquidated damages payable to a Holder under this Agreement shall be $75,000,00010% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. Any Registration Statement required For the avoidance of any doubt, the Purchasers shall only be entitled to liquidated damages on the Purchase Price paid as part of the Purchase Agreement and shall not be filed entitled to additional liquidated damages on shares of Preferred Stock owned by virtue of any other transaction with the Company. If the Company fails to pay any partial liquidated damages pursuant to this Section 2(c) shall not be required to cover Registrable Securities in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be offered paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a delayed or continuous daily pro rata basis for any portion of a month prior to the cure of an Event. The partial liquidated damages pursuant to Rule 415 under the Securities Actterms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. The obligations Company shall have the option to pay a portion or all liquidated damages related to an Event through the issuance of additional Preferred Shares (the “Preferred Share Payment”). If the Company under fails to pay any partial liquidated damages pursuant to this Section 2(c) shall not impact in full within 60 days after the obligations of date payable, the Company under Section 2(a) which shall continue pay all liquidated damages related to an Event only through the Preferred Share Payment. If the Company chooses the Preferred Share Payment, the partial liquidated damages shall be in forceequal to 125% of such liquidated damage amount.

Registration Statement. The Company and the Guarantors shall use their best efforts to (ai) As promptly prepare and file with the SEC an initial Registration Statement on Form S-1 covering the resale of all of the Registrable Securities within ten (10) Business Days after the Registration Trigger and make such Registration Statement become effective with the SEC within sixty (60) days after the Registration Trigger (or as soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SECthereafter), the Company will prepare and (ii) prepare, file and use reasonable efforts to cause to be declared effective or otherwise make become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide on Form S-3 for resales the resale of Registrable Securities to be made replace the initial Registration Statement required in clause (i) prior to the time that Iterum is no longer eligible to forward incorporate by reference into a Registration Statement on Form S-1, provided that Iterum satisfies the eligibility requirements of Form S-3 at such time. In the event that Iterum again becomes eligible to forward incorporate by reference into a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration DateStatement on Form S-1 at any time, the Company Iterum shall promptly prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial SEC a Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on Form S-1 covering the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales resale of any Registrable Securities that are not otherwise registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if within thirty (30) Business Days of becoming eligible. For the Company avoidance of doubt (I) at any time there is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously an effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be Iterum is not eligible to file or use a Registration Statement forward incorporate by reference on Form S-3 (S-1, Iterum shall not be obligated to prepare, file, make effective or any successor form thereto), upon maintain the written request effectiveness of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 and (II) at any time there is an effective Registration Statement on Form S-1 and Iterum is eligible to forward incorporate by reference into such Registration Statement, Iterum shall not be obligated to prepare, file, make effective or maintain the effectiveness of a Registration Statement on Form S-3. Subject to any successor form) SEC comments, such Registration Statements shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Purchaser shall be named as an “underwriter” in such Registration Statement without the Purchaser’s prior written consent. Such Registration Statements also shall cover, to the extent allowable under the Securities Act covering and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Ordinary Shares resulting from share splits, bonus issue of shares or similar transactions with respect to the Registrable Securities of the requesting party Securities. Such Registration Statements (and each amendment or parties, as applicablesupplement thereto, and use reasonable efforts to cause such Registration Statement to each request for acceleration of effectiveness thereof) shall be declared effective pursuant provided in accordance with Section 3(c) hereof to the Securities Act as soon as reasonably practicable after Purchasers prior to its filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceother submission.

Registration Statement. (a) As soon as practicable after The Company shall file a registration statement for the date hereof (and in no event resale of the Securities not later than twenty (20) Business Days following the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act Execution Date (the “Registration Filing Date”), which shall be filed on such form as the Company can qualify to use (the parties understanding that the Form S-3 is preferable to the Form S-1) a Registration Statement or post-effective amendment to an existing Registration Statement as set forth in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act this section (the “Initial Registration Statement”). By The term “Registration Statement” shall include any prospectus, amendments and supplements to such registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement. If Form S-3 is not available for the Registration Dateregistration of the resale of Securities hereunder, the Company shall prepare (i) register the resale of the Securities on another appropriate form and file (ii) undertake to register the Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a supplemental listing application with the Nasdaq to list registration statement on Form S-3 covering the Registrable Securities covered has been declared effective by the Initial Registration Statement U.S. Securities and Exchange Commission (the “Commission”). The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to cause a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement filed under this Agreement to be declared effective or otherwise to become effective under the Securities Act of 1933 (the “Securities Act”) as soon as possible after its filing, and will shall use its reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act at until all times until the Registration Termination Date. Any Registration Statement filed Securities have been sold, thereunder or pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Rule 144. The Company shall use its reasonable efforts to maintain eligibility to be able to file and use immediately notify the Investor in writing of the effectiveness of a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date same Business Day that the Company ceases to telephonically confirms effectiveness with the Commission (the “Effective Date”), which shall be eligible to the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Business Day after the Effective Date, file or use a final Prospectus with the Commission as required by Rule 424. The Registration Statement on Form S-3 (or any successor form thereto), upon covering the written request resale of any holder or holders of Registrable Securities, the Company Securities shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) have been declared effective under the Securities Act covering by the Registrable Securities of SEC and stay effective at all times during the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceCommitment Period.

Registration Statement. (a) As The Company shall use commercially reasonable efforts to, as soon as practicable after the date hereof Closing, but in any event within forty five (and in no event later than 45) days following the date that of consummation of the definitive Proxy Business Combination, file a Registration Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to under the Securities Act (to permit the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales public resale of all the Registrable Securities held by the Holders from time to be made on a delayed or continuous basis pursuant to time as permitted by Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered or any successor or similar provision adopted by the Initial Registration Statement Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its commercially reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under as soon as practicable after the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Datefiling thereof. Any The Registration Statement filed with the Commission pursuant to this Section 2 shall cover only Registrable Securities, subsection 2.1.1 shall be on Form S-3 (S-1 or such other form of registration statement as is then available to effect a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged registration for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition resale of such Registrable Securities; provided, that the minimum amount of covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities ActAct (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The obligations Company shall use commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another registration statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within three (3) Business Days of such date, the Company shall notify the Holders of the Company under effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this Section 2(csubsection 2.1.1 (including any documents incorporated therein by reference) shall not impact the obligations will comply as to form in all material respects with all applicable requirements of the Company under Section 2(a) which shall continue Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in forcethe case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Registration Statement. (a) As soon as practicable after Subject to the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)other applicable provisions of this Agreement, the Company will shall use its commercially reasonable efforts to prepare and file no later than fifteen Business Days from the last date of the Lock-Up Period, a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, of all of the Registrable Securities on Form S-3 (except, if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Investor) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective or otherwise by the Commission as promptly as is reasonably practicable after the filing thereof. (b) Once declared effective, the Company shall, subject to the other applicable provisions of this Agreement, use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective and usable until such time as there are no longer any Registrable Securities (the “Effectiveness Period”). (c) If any Shelf Registration Statement ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf Registration Statement to again become effective pursuant to under the Securities Act (including obtaining the “prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Date”) Statement), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or post-effective amendment to file an existing additional registration statement (a “Subsequent Shelf Registration Statement in order to provide Statement”) for resales of Registrable Securities an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (registering the “Initial resale from time to time by the Holders thereof of all securities that are Registrable Securities as of the time of such filing. If a Subsequent Shelf Registration Statement”). By the Registration DateStatement is filed, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use commercially reasonable efforts to file (a) cause such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Subsequent Shelf Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and will use its reasonable efforts to (b) keep the such Subsequent Shelf Registration Statement continuously effective under the Securities Act at all times and usable until the Registration Termination Dateend of the Effectiveness Period. Any such Subsequent Shelf Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be a registration statement on Form S-3 (or a successor form) if to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form and shall be an automatically effective provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Investor. (d) The Company shall supplement and amend any Shelf Registration Statement if required by the Securities Act or the rules, regulations or instructions applicable to the registration statement form used by the Company is a WKSIfor such Shelf Registration Statement. (be) Subject If a Person entitled to the provisions benefits of Section 3this Agreement becomes a Holder of Registrable Securities after a Shelf Registration Statement becomes effective under the Securities Act, the Company will use shall, as promptly as is reasonably practicable following delivery of written notice to the Company of such Person becoming a Holder and requesting for its reasonable efforts name to keep be included as a selling securityholder in the initial prospectus related to the Shelf Registration Statement (a “Subsequent Holder Notice”): (1) if required and permitted by applicable Law, file with the Commission a supplement to the related prospectus or any replacement a post-effective amendment to the Shelf Registration Statement) continuously effective until Statement so that such Holder is named as a selling securityholder in the earlier Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver a prospectus to purchasers of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statementapplicable Law; provided, (ii) there otherwise cease to be any Registrable Securities and (iii) if however, that the Company consolidates shall not be required to file more than one post-effective amendment or merges with or into a supplement to the related prospectus for such purpose in any Person in a transaction that constitutes a Make90-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq.day period; (c2) From and after the date hereof until the Registration Termination Dateif, pursuant to Section 4(e)(1), the Company shall have filed a post-effective amendment to the Shelf Registration Statement that is not automatically effective, use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use commercially reasonable efforts to cause such Registration Statement post-effective amendment to be declared become effective pursuant to under the Securities Act as soon promptly as is reasonably practicable; and (3) notify such Holder as promptly as is reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner effectiveness under the Securities Act of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be any post-effective amendment filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force4(e)(1).

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the The Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act in each case no later than the earlier of (x) fifteen (15) Business Days from the last date of the Restricted Period and (y) the date that is eighteen (18) months following the Closing Date (the “"Target Registration Date”") a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act Act, which Registration Statement will (except to the “Initial extent the SEC objects in written comments upon the SEC's review of such Registration Statement”). By ) include the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice Plan of issuanceDistribution. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and and, subject to Section 5.02, will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 Article V shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 35.02 and further subject to the availability of a Registration Statement on Form S-3 (or any successor form thereto) to the Company pursuant to the Securities Act and the rules and interpretations of the SEC, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “"Registration Termination Date”"): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, Statement and (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqSecurities. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Target Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereofthereof and file and cause to become effective such amendments thereto as are necessary in order to keep such Registration Statement continuously available. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,00050,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c5.01(c) shall not be required to cover the Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of When the Company under this regains ability to file a Registration Statement on Form S-3 covering the Registrable Securities it shall as promptly as practicably do so in accordance with Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force5.01(a).

Registration Statement. (a) As soon as practicable after Following the date hereof (and Closing Date, at a time determined by the Partnership in no event later than the date that the definitive Proxy Statement has been filed with the SEC)its reasonable discretion, the Company will Partnership shall prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 registration statement under the Securities Act to permit the public resale of all of the Registrable Securities then outstanding (the an “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement ) and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its commercially reasonable efforts to cause such Initial Registration Statement to be declared effective or otherwise to become effective under on the Securities Act and will use its reasonable efforts to keep 365th day following the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination DateClosing Date or as soon as reasonably practicable thereafter. Any The Initial Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, 2(a) shall be on Form S-3 (such appropriate registration form or a successor form) forms of the SEC as shall be selected by the Partnership; provided, that, if the Company is eligible to use such form and shall be an automatically effective Initial Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contraryS-1, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each the Partnership becomes eligible to file a registration statement on Form S-3, then the Partnership shall post-effectively amend the Initial Registration Statement on Form S-1 to convert such written request must specify Initial Registration Statement to a Form S-3 or, if a registration statement on Form S-1 has not been filed, then file a registration statement on Form S-3 as soon as reasonably practicable to permit the amount and intended manner public resale of disposition all of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any then outstanding (such Initial Registration Statement required as so amended or such registration statement on Form S-3 as so filed, the “Registration Statement”). The Partnership shall use its commercially reasonable efforts to be cause the Registration Statement filed pursuant to this Section 2(c2(a) shall to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities. The Registration Statement when effective (including the documents incorporated therein by reference, if any) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not be contain an untrue statement of a material fact or omit to state a material fact required to cover be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement or documents incorporated therein by reference, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Partnership shall provide the holders of Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations with written notice of the Company under this Section 2(c) shall not impact the obligations effectiveness of the Company under Section 2(a) which shall continue to be in forceRegistration Statement.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and Parent shall use its reasonable best efforts to have such Registrable Securities approved for listing on file, within five (5) Business Days after any Earnout Payment Date or the Nasdaqsettlement date of the Incentive Awards in which shares of Parent Common Stock are issued as Earnout Consideration or in settlement of Incentive Awards (“Consideration Shares”), subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to either a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be registration statement on Form S-3 (or a successor form) other appropriate form if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (is not available) or any successor form thereto). Notwithstanding anything herein a prospectus supplement to the contrary, during such period of time from and after the Registration Date that the Company ceases an effective registration statement pursuant to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor formRule 424(b) under the Securities Act covering the Registrable resale to the public by the Persons receiving shares of Parent Common Stock representing Earnout Consideration or in settlement of Incentive Awards (the “Consideration Registration Statement”) with the U.S. Securities of the requesting party or parties, as applicable, and Exchange Commission (“SEC”). Parent shall use commercially reasonable efforts to cause such the Consideration Registration Statement to be automatically effective upon filing, or if automatic effectiveness is not available, to be declared effective by the SEC as soon as practicable and use its commercially reasonable efforts to assist the persons receiving Consideration Shares in allowing sales of such Consideration Shares to occur pursuant to the Securities Act as soon as reasonably practicable after filing thereofConsideration Registration Statement. Each such written request must specify Parent shall cause the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Consideration Registration Statement required to be filed pursuant to this Section 2(cremain available for use until one (1) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under year after the Securities Act. The obligations date of issuance of the Company Consideration Shares to which the Consideration Registration Statement relates. Parent shall pay the expenses incurred by it in complying with its obligations under this Section 2(c) shall not impact 6.1 including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountants for Parent and other advisors or persons retained by Parent in connection with the obligations filing of the Company Consideration Registration Statement, but excluding (i) any brokerage fees, selling commissions or underwriting discounts incurred by the persons receiving Consideration Shares in connection with sales under Section 2(athe Consideration Registration Statement, and (ii) which shall continue the fees and expenses of any accountants or attorneys retained by the persons receiving Consideration Shares other than fees and related disbursements of up to be $10,000 for one counsel selected by a majority in forceinterest of the persons receiving Consideration Shares.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the The Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act in each case no later than the later of (i) May 12, 2016 and (ii) the first Business Day following the Closing Date (the “Target Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act Act, which Registration Statement will (except to the “Initial extent the SEC objects in written comments upon the SEC’s review of such Registration Statement”). By ) include the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice Plan of issuanceDistribution. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and and, subject to Section 5.02, will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 Article V shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 35.02 and further subject to the availability of a Registration Statement on Form S-3 (or any successor form thereto) to the Company pursuant to the Securities Act and the rules and interpretations of the SEC, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, Statement and (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqSecurities. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Target Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereofthereof and file and cause to become effective such amendments thereto as are necessary in order to keep such Registration Statement continuously available. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any When the Company regains ability to file a Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover on Form S-3 covering the Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this it shall as promptly as practicably do so in accordance with Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force5.01(a).

Registration Statement. (a) As Borrower will use its commercially reasonable best efforts to file the Registration Statement with the SEC within 60 days after the Issue Date. Borrower will use its commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after practical and to keep the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have until such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company date as is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered of the Resale Shares have been sold, and (ii) the date on which the all of the remaining Resale Shares may be immediately sold to the public without registration or restriction (including, without limitation, as to volume by each holder thereof) under the Act; provided, however, that the Holder and any subsequent Holder agree that they shall provide Borrower with prior written notice of any proposed sale (the “Resale Notice”) of Resale Shares under the Registration Statement have been sold thereunder and the prospectus used in accordance connection with the plan Registration Statement (the “Resale Prospectus”) and shall not make such sale until Borrower shall inform them in writing that the Registration Statement and the Resale Prospectus are current, correct, effective and available for use in such sale; provided further that, upon receipt of the Resale Notice, Borrower shall promptly use its commercially reasonable best efforts to prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement and the Prospectus current, correct, effective and available for use in such sale. The Holder shall promptly furnish to Borrower such information regarding itself, the Resale Shares held by it and the intended method of distribution disclosed disposition of the Resale Shares as shall be reasonably required to effect the registration of the Resale Shares and shall execute such documents in connection with such registration as Borrower may reasonably request. The Holder and any subsequent Holder, by such Holder’s acceptance of this Note, agrees to cooperate with Borrower as reasonably requested by Borrower in connection with the prospectus included in preparation and filing of the Registration Statement, (ii) there otherwise cease unless such Holder or subsequent Holder has notified Borrower in writing of such Holder’s election to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities exclude all of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted such Holder’s Resale Shares from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceStatement.

Registration Statement. (a) As soon as reasonably practicable after the date hereof (issuance of the Note, and in no event later than the date that later of (i) December 1, 2023 and (ii) ten (10) Business Days after the definitive Proxy Statement has been filed with the SEC)Closing, the Company will prepare and file and use reasonable best efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (such effectiveness date, the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of all Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuanceAct. In addition, the Company will from time to time use reasonable efforts to promptly file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable best efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 5.01 shall cover only Registrable Securities, Securities and shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 35.02, the Company will use its reasonable best efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, and (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqSecurities. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable best efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c5.01(c) shall not impact the obligations of the Company under Section 2(a5.01(a) which shall continue to be in force.

Registration Statement. (ai) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and Buyer Parent shall use its commercially reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list include the Registrable Securities covered by Shares in the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such the Registration Statement to be declared effective or otherwise to become effective under effective. If the Securities Act and will Registrable Shares are not included in the Registration Statement filed with the SEC on October 22, 2020, Buyer Parent shall use its commercially reasonable efforts to include the Registrable Shares in a subsequent registration statement filed by it with the SEC, in its sole discretion, in which the Registrable Shares may be included in accordance with applicable law. For the avoidance of doubt, this Section 5.06(a) shall not obligate Buyer Parent to file, for the purpose of including the Registrable Shares therein, any registration statement with the SEC that it otherwise would not have elected to file. For purposes of this Section 5.06, “Registration Statement” shall mean any registration statement submitted to the SEC that includes the Registrable Shares. (ii) After the Registration Statement has been declared effective, Buyer Parent shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which such time as all Registrable Securities Shares covered by the such Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, or (ii) there otherwise cease the date that all Registrable Shares covered by such Registration Statement may be sold by non-affiliates without volume or manner-of-sale restrictions pursuant to Rule 144 without the requirement for Buyer Parent to be any Registrable Securities in compliance with the current public information requirement of Rule 144 as determined by counsel to Buyer Parent pursuant to a written opinion letter to such effect, addressed, delivered and acceptable to Buyer Parent’s transfer agent. (iii) if Buyer Parent shall notify Seller in writing promptly (and in any event within one Trading Day) after receiving notification from the Company consolidates or merges with or into any Person in a transaction SEC that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqRegistration Statement has been declared effective. (civ) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein in this Agreement to the contrary, during such period of time from and Buyer Parent may, by prompt written notice to Seller, suspend sales under the Registration Statement after the Effective Date thereof and/or require that Seller immediately cease the sale of Registrable Shares pursuant thereto if Buyer Parent’s Board of Directors determines in good faith, that (A) it would be materially detrimental to Buyer Parent to maintain the Registration Date Statement at such time, (B) it is in the best interests of Buyer Parent to suspend sales under the Registration Statement at such time or (C) a post-effective amendment to the Registration Statement is required to be filed (each such event, a “Buyer Suspension Event”). Upon receipt of such notice, Seller shall immediately discontinue any sales of Registrable Shares pursuant to the Registration Statement until Seller is advised in writing by Buyer Parent that the Company ceases to be eligible to file current Prospectus or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or partiesamended Prospectus, as applicable, and use reasonable efforts may be used. Immediately after the end of any suspension period under this Section 5.06(a), Buyer Parent shall take all necessary actions (including filing any required post-effective amendment) to cause such restore the effectiveness of the Registration Statement and the ability of Seller to be declared effective publicly resell its Registrable Shares pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify Registration Statement. (v) If at any time the amount and intended manner of disposition of such Registrable Securities; provided, SEC takes the position that the minimum amount offering of such some or all of the Registrable Securities shall be $75,000,000. Any Shares in the Registration Statement required is not eligible to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered made on a delayed or continuous basis pursuant to under the provisions of Rule 415 under the Securities Act. The obligations Act or requires Seller to be named as an “underwriter,” Buyer Parent shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the Company under this Section 2(c) issuer” as defined in Rule 415 and that Seller is not an “underwriter.” In the event that the SEC refuses to alter its position, Buyer Parent shall not impact have no further obligation to include the obligations of Registrable Shares in the Company under Section 2(a) which Registration Statement or any other registration statement. Seller acknowledges and agrees that, in such event, the Registrable Shares shall continue to be bear the restrictive legend set forth in forceSection 3.12(c).

Registration Statement. (a) As soon promptly as practicable after the date hereof (possible, and in no any event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective on or otherwise become effective pursuant prior to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Filing Date, the Company shall prepare and file a supplemental listing application with the Nasdaq SEC a Registration Statement covering the resale of all Registrable Securities for an offering to list be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities covered on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the Exchange Act) and shall contain (except if otherwise directed by the Initial Registration Statement Investors or requested by the SEC) the “Selling Stockholder” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit D. (b) The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on cause the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise by the SEC as promptly as possible after the filing thereof, but in any event prior to become effective under the Securities Act Required Effectiveness Date, and will shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any earlier of (i) such time as all Registrable Securities covered by such Registration Statement filed have been sold or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold by non-affiliates without volume or manner-of-sale restrictions pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information requirement of Rule 144 as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed, delivered and acceptable to the Company’s transfer agent (the “Effectiveness Period”); provided that, upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement within five (5) Trading Days after receipt of such notice and request that it become effective on 4:00 p.m. New York City time on the Effective Date and file a prospectus supplement for any Registration Statement, whether or not required under Rule 424 (or otherwise), by 9:00 a.m. New York City time the day after the Effective Date. (c) The Company shall notify the Investors in writing promptly (and in any event within one Trading Day) after receiving notification from the SEC that the Registration Statement has been declared effective. (d) Should an Event (as defined below) occur, then upon the occurrence of such Event, and on every monthly anniversary thereof until the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as liquidated damages and not as a penalty, equal to one percent (1.0%) of (i) the number of Common Shares held by such Investor as of the date of such Event, multiplied by (ii) the purchase price paid by such Investor for such Common Shares then held; provided, however, that the total amount of payments pursuant to this Section 2 6.1(d) to an Investor shall cover only Registrable Securitiesnot exceed, when aggregated with all such payments to such Investor under this Section 6.1(d), ten percent (10%) of the aggregate purchase price of the Securities purchased by such Investor pursuant to this Agreement. The payments to which an Investor shall be entitled pursuant to this Section 6.1(d) are referred to herein as “Event Payments.” After the initial Event Payment accruing on Form S-3 the date of the applicable Event, any additional Event Payments payable pursuant to the terms hereof shall apply on a pro-rated basis for any portion of a month prior to the cure of an Event. In the event the Company fails to make Event Payments in a timely manner, such Event Payments shall bear interest at the rate of one and one- half percent (1.5%) per month (pro-rated for partial months) until paid in full. All pro-rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro-rated month. Notwithstanding the foregoing, the maximum payment to an Investor associated with all Events in the aggregate shall not exceed (i) in any 32-day period, an aggregate of 1.0% of the purchase price paid by such Investor for its Common Shares then held (plus interest accrued thereon, if applicable) and (ii) 10.0% of the purchase paid by such Investor for its Common Shares then held. The parties agree that (1) the Company will not be liable for Event Payments under this Agreement with respect to any Warrants or Warrant Shares (prior to their issuance), (2) notwithstanding anything to the contrary in this Agreement, no Event Payments shall be payable with respect to any period after the expiration of the Effectiveness Period (except in respect of an Event described in Section 6.1(d)(vii) herein), (it being understood that this sentence shall not relieve the Company of any Event Payments accruing prior to the Effectiveness Deadline). For such purposes, each of the following shall constitute an “Event”: (i) the Registration Statement is not filed on or prior to the Filing Date; (ii) the Registration Statement is not declared effective on or prior to the Required Effectiveness Date; (iii) except as provided for in Section 6.1(e) (the “Excluded Events”), after the Effective Date and during the Effectiveness Period, an Investor is not permitted to sell Registrable Securities under the Registration Statement (or a successor formsubsequent Registration Statement filed in replacement thereof) if for any reason (other than the fault of such Investor) for five (5) or more Trading Days (whether or not consecutive); (iv) except as a result of the Excluded Events, the Common Stock is not listed or quoted, or is suspended from trading, on an Eligible Market for a period of three Trading Days (which need not be consecutive Trading Days) during the Effectiveness Period; (v) with respect to an Investor, the Company fails for any reason to deliver a certificate evidencing any Securities to such Investor within five Trading Days after delivery of such certificate is eligible required pursuant to use such form any Transaction Document or the exercise rights of the Investors pursuant to the Warrants are otherwise suspended for any reason; (vi) during the Effectiveness Period, except as a result of the Excluded Events, the Company fails to have any Shares listed or quoted on an Eligible Market; or (vii) the Company fails to satisfy the current public information requirements pursuant to Rule 144(c)(1) as a result of which the holders of Registrable Securities who are not affiliates are unable to sell Registrable Securities without restriction under Rule 144. (e) Notwithstanding anything in this Agreement to the contrary, after 60 consecutive Trading Days of continuous effectiveness of the initial Registration Statement filed and shall be an automatically declared effective pursuant to this Agreement, the Company may, by prompt written notice to the Investors, suspend sales under a Registration Statement after the Effective Date thereof and/or require that the Investors immediately cease the sale of shares of Common Stock pursuant thereto and/or defer the filing of any subsequent Registration Statement if the Company is engaged in a WKSI. material merger, acquisition or sale and the Board of Directors determines in good faith, by appropriate resolutions, that, as a result of such activity, (bA) Subject it would be materially detrimental to the provisions Company (other than as relating solely to the price of Section 3, the Common Stock) to maintain a Registration Statement at such time or (B) it is in the best interests of the Company will use its reasonable efforts to keep suspend sales under such registration at such time. Upon receipt of such notice, each Investor shall immediately discontinue any sales of Registrable Securities pursuant to such registration until such Investor is advised in writing by the initial Registration Statement Company that the current Prospectus or amended Prospectus, as applicable, may be used. In no event, however, shall this right be exercised to suspend sales beyond the period during which (or any replacement Registration Statement) continuously effective until in the earlier good faith determination of (such earlier date, the “Registration Termination Date”): (iCompany’s Board of Directors) the date on which all Registrable Securities covered by failure to require such suspension would be materially detrimental to the Registration Statement have been sold thereunder Company. The Company’s rights under this Section 6(e) may be exercised for a period of no more than 20 Trading Days at a time and not more than three times in accordance with the plan and method any twelve-month period, without such suspension being considered as part of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and an Event Payment determination. Immediately after the date hereof until the Registration Termination Dateend of any suspension period under this Section 6(e), the Company shall use its reasonable efforts take all necessary actions (including filing any required supplemental prospectus) to maintain eligibility restore the effectiveness of the applicable Registration Statement and the ability of the Investors to be able publicly resell their Registrable Securities pursuant to file and use such effective Registration Statement. (f) If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases is not eligible to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered made on a delayed or continuous basis pursuant to under the provisions of Rule 415 under the Securities Act. The obligations Act or requires any Investor to be named as an “underwriter,” the Company shall use its Best Efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter.” In the event that the SEC refuses to alter its position, the Company under 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 Investor as an “underwriter” in such Registration Statement without the prior written consent of such Investor. Any cut-back imposed on the Investors pursuant to this Section 2(c6.1(f) shall not impact be allocated among the obligations Investors on a pro rata basis and shall be applied first to any of the Registrable Securities of such Investor as such Investor shall designate, unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree; provided, however, that prior to any of the Registrable Securities being subject to a cut-back, the Company must first cut-back any and all other securities that are contemplated to be registered pursuant to such Registration Statement. No Event Payments 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 accordance with any SEC Restrictions applicable to such Cut Back Shares (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 6.1 (including the Company’s obligations with respect to the filing of a Registration Statement and its obligations to use commercially reasonable efforts to have such Registration Statement declared effective within the time periods set forth herein and the liquidated damages provisions relating thereto) shall again be applicable to such Cut Back Shares; provided, however, that (i) the Filing Deadline for the Registration Statement including such Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) the Required Effectiveness Date with respect to such Cut Back Shares under Section 2(a6.1(b) which shall continue be the 90th day immediately after the Restriction Termination Date (the 90th day if the SEC reviews the Registration Statement). (g) The Company shall not, from the date hereof until the Effective Date of the Registration Statement, prepare and file with the SEC a registration statement relating to be in forcean offering for its own account or the account of others under the Securities Act of any of its equity securities, other than any registration statement or post-effective amendment to a registration statement (or supplement thereto) relating to the Company’s employee benefit plans registered on Form S-8.

Registration Statement. (a) As soon as practicable after Subject to Section 4.6 and the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)other provisions of this Article IV, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on file with the NasdaqSEC, subject only prior to official notice the Effective Deadline (as defined below), a Registration Statement covering the registration of issuance. In addition, the Company will resale at any time or from time to time use reasonable efforts of all Registrable Securities (together with any other registration required by this Article IV, the “Required Registration”). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on a Registration Statement, the Company shall file additional Registration Statement(s) successively trying to register on each such additional Registration Statements to cover resales Statement the resale of any the maximum number of remaining Registrable Securities that are not until the earlier of (i) all of the Registrable Securities have been registered for resale with the SEC, or (ii) the date on which all of the remaining Registrable Securities may be sold without restriction or limitations pursuant to a the Initial Rule 144 and without requirement to be in compliance with Rule 144(c)(1) (or any successor thereto). The Registration Statement shall be on Form S-3, unless the Company is not then eligible to file a registration statement on Form S-3 under the Securities Act, in which case (A) such registration statement shall be on Form S-11 or other appropriate form under the Securities Act which the Company is then eligible to file, and will use its reasonable efforts (B) the Company shall undertake to register the resale of the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the resale of the Registrable Securities has been declared effective by the SEC. (b) The Company agrees (subject to Section 4.6 hereof) to cause such the Registration Statement to be declared effective or otherwise by the SEC as soon as practicable after the filing thereof but in any event prior to become effective under the Securities Act and will one (1) year anniversary of the Closing (the “Effective Deadline”). Subject to Section 4.6 hereof, the Company agrees to use its commercially reasonable efforts to keep the Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or for a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company period that will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until terminate upon the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan sold, and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease the date on which all of the Registrable Securities covered by the Registration Statement may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be any Registrable Securities and (iiiin compliance with Rule 144(c)(1) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering (the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force“Effectiveness Period”).

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts On or prior to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration each Filing Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Commission a Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on covering the Nasdaq, subject only to official notice resale of issuance. In addition, all of the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not then registered on an effective Registration Statement for resale an offering to be made on a continuous basis pursuant to a the Initial Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 (or Form S-3 if eligible) and will shall contain a description of the Holders planned distribution substantially in the form of “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to respond to any comments from the staff of the Commission within seven days of the receipt of such comments. In the event the amount of Registrable Securities which may be included in the Registration Statement is limited due to SEC Guidance (provided that, the Company shall use 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, the CDI 612.09) the Company shall use its best efforts to register such maximum portion of the Registrable Securities as permitted by SEC Guidance. Subject to the terms of this Agreement, the Company shall use its best efforts to cause such a Registration Statement to be declared effective or otherwise to become effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and will shall use its reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act at until all times Registrable Securities covered by such Registration Statement have been sold, or may be sold pursuant to Rule 144 without the volume or other limitations of such rule, or not required to be registered in reliance upon the exemption in Section 4(a)(1) or 4(a)(7) under the Securities Act, in either case as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). Provided, however, during any period of time that the Company’s financial statements contained in a prospectus do not meet the requirements of Securities Act Section 10(a)(3) and the remaining period until the Registration Termination Datedate its Form 10-K is required to be filed (excluding any extended period of time permitted by rule of the SEC) does not exceed 60 days, the Company shall be excused from amending or supplementing its prospectus for the remaining period until the date its Form 10-K is required to be filed (including any extended period of time permitted by rule of the SEC). Any The Company shall telephonically request effectiveness of a Registration Statement filed pursuant as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall file a final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to this Section 2 shall cover only be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, shall the number of Registrable Securities to be registered on Form S-3 (or such Registration Statement will be reduced on a successor form) if pro rata basis based on the total number of unregistered Registrable Securities purchased by the Purchasers pursuant to the Purchase Agreement with the Warrant Shares being cutback prior to any Conversion Shares. In the event of a cut back hereunder, the Company is eligible shall give the Holder at least five Trading Days prior written notice along with the calculations as to use such form and shall be an automatically effective Registration Statement if the Company is a WKSIH▇▇▇▇▇’s allotment. (b) Subject to If a Registration Statement registering for resale all of the provisions Registrable Securities (i) is not declared effective by the Commission by the Effectiveness Date of Section 3, the Company will use its reasonable efforts to keep the initial Initial Registration Statement or any other Registration Statement (unless the sole reason for such non-registration of all or any replacement portion of the Registrable Securities is solely as a result of SEC Guidance under Rule 415 or similar rule and CDI 612.09 which limits the number of Registrable Securities which may be included in a registration statement with respect to the Holders), or (ii) after the effective date of a Registration Statement) , such Registration Statement ceases for any reason to remain continuously effective until as to all Registrable Securities included in such Registration Statement, or the earlier of Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 30 calendar days during any 12-month period (any such earlier datefailure or breach being referred to as an “Event”, the “Registration Termination Date”): (i) and the date on which all Registrable Securities covered by such Event occurs, being referred to as “Event Date”), then, in addition to any other rights the Registration Statement Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (iicured by such date) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Dateapplicable Event is cured, the Company shall use its reasonable efforts pay to maintain eligibility each Holder an amount in cash , as partial liquidated damages and not as a penalty, equal to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein 1% of the purchase price paid by such Holder pursuant to the contraryPurchase Agreement, during which such Event continues uncured. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. Provided, however, the foregoing liquidated damages shall not accrue or be otherwise charged during any period of time from and after in which the Registration Date that the Company ceases to be Holder is eligible to file sell the Registrable Securities on any given day under Rule 144 without the volume or use a Registration Statement on Form S-3 (other limitations of such rule, or any successor form thereto), in reliance upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor formexemption in Section 4(a)(1) under the Securities Act covering the Registrable Securities of the requesting party Act, or parties, as applicable, and use reasonable efforts to cause after such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Holder has publicly sold its Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.

Registration Statement. (a) As soon promptly as is reasonably practicable after following the date hereof of this Agreement, Parent and ATN shall cooperate in preparing, and prepare, (and in no event later than the date that the definitive Proxy Statement has been filed i) a joint proxy statement (together with the SEC)any amendments thereof or supplements thereto, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration DateJoint Proxy Statement”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made seek the Parent Stockholder Approval and the ATN Unitholder Approval and (ii) a registration statement on a delayed or continuous basis pursuant to Rule 415 under Form S-4, which Parent shall file with the Securities Act SEC (together with all amendments thereto, the “Initial Registration Statement”), and in which the Joint Proxy Statement will be included as a prospectus. By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial The Registration Statement and the Joint Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent and ATN also agrees to use reasonable best efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated hereby. Each of Parent and ATN will use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under and the Securities Act Joint Proxy Statement cleared by the SEC as promptly as is practicable after such filing and will use its reasonable efforts to keep the Registration Statement continuously effective under for so long as necessary to consummate the Securities Act at all times until Merger, and each of Parent and ATN shall use its respective reasonable best efforts to cause the Joint Proxy Statement to be mailed to the holders of Parent Common Stock and the holders of ATN Common Stock as promptly as practicable after the Registration Termination DateStatement shall have become effective and the Joint Proxy Statement shall have been cleared by the SEC. Any No filing of the Registration Statement filed pursuant will be made by Parent, and no filing of or amendment or supplement to this Section 2 shall cover only Registrable Securitiesthe Joint Proxy Statement will made by Parent or ATN, shall be on Form S-3 (or in each case without providing the other party a successor form) if the Company is eligible reasonable opportunity to use such form review and shall be an automatically effective Registration Statement if the Company is a WKSIcomment thereon. (b) Subject Each of ATN and Parent agrees that if it shall become aware prior to the provisions Closing Date of Section 3, any information that would cause any of the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by statements in the Registration Statement have been sold thereunder to be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in accordance light of the circumstances under which they were made, not false or misleading, it will promptly inform the other party thereof and take in conjunction with the plan and method of distribution disclosed other party the necessary actions to correct such information in the prospectus included in an amendment or supplement to the Registration Statement. No amendment or supplement to, (ii) there otherwise cease the Registration Statement will be made by Parent, and no filing of or amendment or supplement to be any Registrable Securities and (iii) if the Company consolidates Joint Proxy Statement will made by Parent or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock isATN, in whole or in part, converted into or exchanged for securities of each case without providing the other party a different issuer and/or cash in a transaction that will constitute a Change in Control reasonable opportunity to review and the shares of Company Common Stock are delisted from Nasdaqcomment thereon. (c) From and Parent will advise ATN, promptly after Parent receives notice thereof, of the date hereof until time when the Registration Termination DateStatement has become effective or any supplement or amendment has been filed, of the Company shall issuance of any stop order or the suspension of the qualification of the shares of Parent Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (d) Each of Parent and ATN will use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use commercially reasonable efforts to cause such Registration the Joint Proxy Statement to be declared effective pursuant mailed to the Securities Act its stockholders and members, respectively, as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations effective date of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceRegistration Statement.

Registration Statement. (a) As soon as practicable after Within forty-five (45) calendar days following the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)of this Agreement, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company BFST shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and any other applicable documents, including the notice, proxy statement and prospectus and other proxy solicitation materials of Oakwood constituting a part thereof (collectively, the “Proxy Statement”), relating to the shares of BFST Common Stock to be delivered to the shareholders of Oakwood pursuant to this Agreement. Each of BFST and Oakwood shall use its reasonable best efforts Commercially Reasonable Efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act as promptly as practicable after such filing and will use to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. Oakwood and its reasonable efforts counsel shall be given the opportunity to keep participate in the preparation of the Registration Statement continuously effective under and shall have the right to approve the content of the Registration Statement with respect to information about Oakwood and the meeting of ▇▇▇▇▇▇▇’s shareholders. At the time the Registration Statement becomes effective, the Registration Statement shall comply in all material respects with the provisions of the Securities Act at all times until and the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form published rules and shall be an automatically effective Registration Statement if the Company is a WKSIregulations thereunder. (b) Subject BFST shall also use its commercially reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. If at any time prior to the provisions of Section 3Effective Time any event occurs or information relating to Oakwood or BFST, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier datetheir respective affiliates, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered directors or officers, should be discovered by Oakwood or BFST that should be set forth in an amendment or supplement to either the Registration Statement have been sold thereunder or the Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in accordance light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the plan and method of distribution disclosed in SEC and, to the prospectus included in the Registration Statementextent required by applicable law, (ii) there otherwise cease disseminated to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq▇▇▇▇▇▇▇’s shareholders. (c) From None of the information relating to BFST and after its Subsidiaries that is provided by BFST for inclusion in (i) the date hereof until the Registration Termination DateProxy Statement, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (any filings or approvals under applicable federal or state banking laws or regulations or state securities laws, or any successor form thereto). Notwithstanding anything herein filing pursuant to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file Rule 165 or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) Rule 425 under the Securities Act covering will, at the Registrable Securities time of mailing the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Proxy Statement to be declared effective pursuant Oakwood’s shareholders or at the Effective Time, contain any untrue statement of a material fact or omit to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement state any material fact required to be filed pursuant stated therein or necessary to this Section 2(cmake the statements therein, in light of the circumstances under which they are made, not misleading, and (ii) shall not be required to cover Registrable Securities to be offered on a delayed the Registration Statement will, at the time the Registration Statement and each amendment or continuous basis pursuant to Rule 415 supplement thereto, if any, becomes effective under the Securities Act. The obligations , contain any untrue statement of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue a material fact or omit to state any material fact required to be in forcestated therein or necessary to make the statements therein not misleading.

Registration Statement. (a) As soon promptly as practicable after the date hereof (possible, and in no any event later than on the date that the definitive Proxy Statement has been filed with the SEC)Initial Filing Date, the Company will shall prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to with the Securities Act (the “Registration Date”) Commission a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales covering the resale of all Registrable Securities for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under 415. 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 Exchange Act) and shall contain (except if otherwise directed by the Purchasers or requested by the Commission) the “Plan of Distribution” in substantially the form attached hereto as Exhibit D. To the extent the staff of the Commission does not permit all of the Registrable Securities to be registered on the initial Registration Statement filed pursuant to this Section 5.1(a) (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare file additional Registration Statements (each an “Additional Registration Statement”), as promptly as possible, and file a supplemental listing application with in any event on or prior to the Nasdaq Additional Filing Date, successively trying to list register on each such Additional Registration Statement the maximum number of remaining Registrable Securities until all of the Registrable Securities covered by have been registered with the Initial Registration Statement and Commission. (b) The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such each Registration Statement to be declared effective or otherwise by the Commission as promptly as possible after the filing thereof, but in any event prior to become effective under the Securities Act applicable Required Effectiveness Date, and will shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which that all Registrable Securities covered by the such Registration Statement have been sold thereunder or can be sold publicly without restriction or limitation under Rule 144 (including, without limitation, the requirement to be in accordance compliance with Rule 144(c)(1)) (the plan “Effectiveness Period”); provided that, upon notification by the Commission that a Registration Statement will not be reviewed or is no longer subject to further review and method comments, the Company shall request acceleration of distribution disclosed such Registration Statement within five (5) Trading Days after receipt of such notice and request that it becomes effective on 4:00 p.m. New York City time on the effective date and file a prospectus supplement for any Registration Statement, whether or not required under Rule 424 (or otherwise), by 9:00 a.m. New York City time the day after the effective date. (c) The Company shall notify the Purchasers in writing promptly (and in any event within two Trading Days) after receiving notification from the prospectus included Commission that a Registration Statement has been declared effective. (d) Should an Event (as defined below) occur, then upon the occurrence of such Event, and on every monthly anniversary thereof until the applicable Event is cured, the Company shall pay to each Purchaser an amount in cash, as liquidated damages and not as a penalty, equal to one percent (1.0%) of the aggregate Purchase Price of the Registrable Securities then held by the Purchaser. The payments to which a Purchaser shall be entitled pursuant to this Section 5.1(d) are referred to herein as “Event Payments.” Any Event Payments payable pursuant to the terms hereof shall apply on a pro-rated basis for any portion of a month prior to the cure of an Event. In the event the Company fails to make Event Payments in a timely manner, such Event Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. All prorated calculations made pursuant to this paragraph shall be based upon the actual number of days in such prorated month. For such purposes, each of the following shall constitute an “Event”: (i) a Registration Statement is not filed on or prior to its Filing Date or is not declared effective on or prior to its Required Effectiveness Date; (ii) except as provided for in Section 5.1(e) (the “Excluded Events”), after the Effective Date of a Registration Statement, a Purchaser is not permitted to sell Registrable Securities under the Registration Statement (or a subsequent Registration Statement filed in replacement thereof) for any reason (other than the fault of such Purchaser) for five or more Trading Days (whether or not consecutive); provided, that in no event shall the time period between the sale of all securities subject to a Registration Statement and the filing and effectiveness of any Additional Registration Statement, as contemplated by Section 5.1(a), constitute an Event; (iii) except as a result of the Excluded Events, the Common Stock is not listed or quoted, or is suspended from trading, on a Trading Market for a period of three Trading Days (which need not be consecutive Trading Days) during the Effectiveness Period; and (iv) at any time during the period commencing from the six (6) month anniversary of the Primary Closing Date and ending at the termination of the Effectiveness Period, if a Registration Statement is not available for the resale of all of the Registrable Securities and the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c). (e) Notwithstanding anything in this Agreement to the contrary, after 60 consecutive Trading Days of continuous effectiveness of the Initial Registration Statement, the Company may, by written notice to the Purchasers, suspend sales under a Registration Statement after the Effective Date thereof and/or require that the Purchasers immediately cease the sale of shares of Common Stock pursuant thereto and/or defer the filing of any subsequent Registration Statement if effecting or maintaining the effectiveness of the Registration Statement would (i) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, (ii) there otherwise cease render the Company unable to be any Registrable comply with the requirements under the Securities and Act or Exchange Act, or (iii) if the Company consolidates or merges with or into any Person is engaged in a transaction that constitutes a Make-Whole Fundamental Change material merger, acquisition or sale and the Board of Directors determines in good faith, by appropriate resolutions, that, as a result of such activity, it would be materially detrimental to the Company (other than as relating solely to the price of the Common Stock isStock) to maintain a Registration Statement at such time. Upon receipt of such notice and a certificate signed by the Company’s chief executive officer stating that such decision had been made in good faith judgment of the Board of Directors, each Purchaser shall immediately discontinue any sales of Registrable Securities pursuant to such registration until such Purchaser is advised in whole writing by the Company that the current Prospectus or amended Prospectus, as applicable, may be used. In no event, however, shall this right be exercised to suspend sales beyond the period during which (in partthe good faith determination of the Board of Directors) the failure to require such suspension would be materially detrimental to the Company. The Company’s rights under this Section may be exercised for a period of no more than 20 Trading Days at a time and not more than two times in any twelve-month period, converted into or exchanged for securities without such suspension being considered as part of a different issuer and/or cash in a transaction that will constitute a Change in Control an Event Payment determination. Immediately after the end of any suspension period under this Section the Company shall take all necessary actions (including filing any required supplemental prospectus) to restore the effectiveness of the applicable Registration Statement and the shares ability of Company Common Stock are delisted from Nasdaqthe Purchasers to publicly resell their Registrable Securities pursuant to such effective Registration Statement. (cf) From and after The Company shall not, from the date hereof until the Effective Date of the Initial Registration Termination DateStatement, prepare and file with the Company shall use Commission a registration statement relating to an offering for its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (own account or any successor form thereto). Notwithstanding anything herein to the contrary, during such period account of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) others under the Securities Act covering of any of its equity securities, other than any registration statement or post-effective amendment to a registration statement (or supplement thereto) relating to the Registrable Securities Company’s employee benefit plans registered on Form S-8. (g) The Company shall not grant registration rights to any existing or future holder of the requesting party or partiesCompany’s securities without the prior approval of the Purchasers, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) which approval shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceunreasonably withheld.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will HEALTHSOUTH shall prepare and file with the SEC and use any other applicable regulatory bodies, as soon as practicable, a Registration Statement on Form S-4 with respect to the shares of HEALTHSOUTH Common Stock to be issued in the Merger (the "Registration Statement"), and will otherwise proceed promptly to satisfy the requirements of the Securities Act, including Rule 145 thereunder. The Registration Statement shall contain a proxy statement of Advantage Health for the Special Meeting containing the information required by the Exchange Act (the "Proxy Statement"). HEALTHSOUTH shall take all reasonable efforts steps to cause the Registration Statement to be declared effective and to maintain such effectiveness until all of the shares covered thereby have been distributed. HEALTHSOUTH shall promptly amend or otherwise supplement the Registration Statement to the extent necessary in order to make the statements therein not misleading or to correct any misstatements which have become effective false or misleading. HEALTHSOUTH shall use its reasonable best efforts to have the Proxy Statement approved by the SEC under the provisions of the Exchange Act as soon as practicable. HEALTHSOUTH shall provide Advantage Health with copies of all filings made pursuant to this Section 7.4 reasonably in advance of their filing and shall consult with Advantage Health on responses to any comments made by the staff of the SEC with respect thereto. (b) The information specifically designated as being supplied by Advantage Health for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective, at the time the Proxy Statement is first mailed to holders of Advantage Health Common Stock, at the time of the Special Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information specifically designated as being supplied by Advantage Health for inclusion in the Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to holders of Advantage Health Common Stock at the time of the Special Meetings and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Advantage Health, or its officers or directors, is discovered by Advantage Health which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Advantage Health shall promptly inform HEALTHSOUTH and HEALTHSOUTH shall thereupon file such amendment to the Registration Statement. All documents, if any, that Advantage Health is responsible for filing with the SEC in connection with the transactions contemplated hereby shall comply as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) The information specifically designated as being supplied by HEALTHSOUTH for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective, at the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to holders of Advantage Health Common Stock, at the time of the Special Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information specifically designated as being supplied by HEALTHSOUTH for inclusion in the Proxy Statement to be sent to the holders of Advantage Health Common Stock in connection with the Special Meeting shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to holders of Advantage Health Common Stock, at the time of the Special Meeting or at the Effective Time, contain any untrue statement or a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to HEALTHSOUTH or its officers or directors, is discovered by HEALTHSOUTH which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, HEALTHSOUTH shall promptly inform Advantage Health and shall promptly file such amendment to the Registration Statement. All documents that HEALTHSOUTH is responsible for filing with the SEC in connection with the transactions contemplated hereby shall comply as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) Prior to the Closing Date, HEALTHSOUTH shall use its reasonable best efforts to cause the shares of HEALTHSOUTH Common Stock to be issued pursuant to the Securities Act Merger to be registered or qualified under all applicable securities or Blue Sky laws of each of the states and territories of the United States, and to take any other actions which may be necessary to enable the HEALTHSOUTH Common Stock to be issued pursuant to the Merger to be distributed in each such jurisdiction. (e) Prior to the Closing Date, HEALTHSOUTH shall file an additional listing application (the “Registration Date”"Listing Application") a Registration Statement or post-effective amendment with the NYSE relating to an existing Registration Statement in order to provide for resales the shares of Registrable Securities HEALTHSOUTH Common Stock to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application issued in connection with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement Merger, and shall use its reasonable best efforts to have cause such Registrable Securities shares of HEALTHSOUTH Common Stock to be approved for listing on the NasdaqNYSE, subject only to upon official notice of issuance. In addition, prior to the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Closing Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (bf) Subject Advantage Health shall furnish all information to the provisions of Section 3HEALTHSOUTH with respect to Advantage Health, the Company will use its reasonable efforts to keep Advantage Health Subsidiaries and the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included Advantage Health Partnerships as HEALTHSOUTH may reasonably request for inclusion in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change Proxy Statement and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicableListing Application, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to shall otherwise cooperate with HEALTHSOUTH in the Securities Act as soon as reasonably practicable after preparation and filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forcedocuments.

Registration Statement. (a) As soon as reasonably practicable after the date hereof (issuance of the Notes, and in no any event later than within ten (10) Business Days following the date that the definitive Proxy Statement has been filed with the SEC)Closing Date, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act prepare and file as promptly as reasonably practicable (the “Registration Date”) a prospectus supplement to the Company’s existing automatic shelf Registration Statement (No. 333-259928) or, if unavailable, a Registration Statement or post-effective amendment to an existing Registration Statement Statement, in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (subject to the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file availability of a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on Form S-3 or any successor form thereto), which Registration Statement will include the Nasdaq, subject only to official notice Plan of issuanceDistribution. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements Statements, amendments and supplements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the such Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 Article V shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement or supplement thereto if the Company is a WKSI. In the event the Company will not be WKSI eligible at the time it files its Form 10-K for the year ending December 31, 2022, the Company will (consistent with SEC C&DI 198.06) take reasonable efforts to (i) prepare and file a post-effective amendment to its current Form S-3 (No. 333-259928) to convert such Registration Statement from an automatic shelf registration statement on Form S-3 filed in reliance on General Instruction I.D thereof to a non-automatic shelf Registration Statement on Form S-3 filed in reliance on General Instruction I.B.1 or I.B.2 thereof in order to avail itself of the 180-day grace period set forth in Rule 415(a)(5)(ii)(A) of the Securities Act and (ii) take all other actions consistent with SEC C&DI 198.06, including filing of a post-effective amendment or new Registration Statement on Form S-3 promptly after the Company’s next Section 10(A)(3) update under the Securities Act. (b) Subject to the provisions of Section 35.02, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), Unless the Company will prepare and file and use reasonable efforts to cause to be declared has an effective registration statement in place covering the sale or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will distribution from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a all of the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject subject to the other applicable provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Datethis Agreement, the Company shall use its commercially reasonable efforts to maintain eligibility prepare and file so as to cause to be able to file and use a Registration Statement on Form S-3 effective as of the expiration of the Lock-Up Term in respect of the Investor (or any successor form thereto). Notwithstanding anything herein to or, if the contraryInvestor has timely delivered an Extension Notice, during the expiration of the Extension Period in respect of such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form theretoInvestor), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act registration statement covering the Registrable Securities of sale or distribution from time to time by the requesting party or partiesHolders, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations , of all of the Registrable Securities on Form F-3 (except, if the Company is not then eligible to register for resale the Registrable Securities on Form F-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof. (b) Once declared effective, the Company shall, subject to the other applicable provisions of this Agreement, use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective and usable until such time as there are no longer any Registrable Securities (the “Effectiveness Period”). (c) If any Shelf Registration Statement ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Statement), and shall use its commercially reasonable efforts to amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or file an additional registration statement (a “Subsequent Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the Holders thereof of all securities that are Registrable Securities as of the time of such filing. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act and (ii) keep such Subsequent Shelf Registration Statement continuously effective and usable until the end of the Effectiveness Period. Any such Subsequent Shelf Registration Statement shall be a registration statement on Form F-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders. (d) If a Person entitled to the benefits of this Section 2(c) Agreement becomes a Holder after a Shelf Registration Statement becomes effective under the Securities Act, the Company shall, following delivery of written notice to the Company of such Person becoming a Holder and requesting for its name to be included as a selling securityholder in the prospectus related to the Shelf Registration Statement (a “Subsequent Holder Notice”), if required and permitted by applicable Law, file with the SEC a supplement to the related prospectus or a post-effective amendment to the Shelf Registration Statement so that such Holder is named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver a prospectus to purchasers of the Registrable Securities in accordance with applicable Law; provided, however, that the Company shall not impact be required to file more than one post-effective amendment or a supplement to the obligations of the Company under Section 2(a) which shall continue to be related prospectus for such purpose in force.any 90-day period;

Registration Statement. (a) As soon as reasonably practicable after the date hereof (issuance of the Notes and in no any event later than the date that the definitive Proxy Statement has been filed with the SEC)within 30 calendar days, the Company will use its commercially reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement registering the resale of the Registrable Securities (which shall cover the maximum number of ADSs issuable assuming the combination of all of the following: (x) full “physical” settlement of conversions of the Notes into ADSs, and (y) the maximum number of additional ADSs that may be issuable pursuant to conversions of the Notes if the Company were to elect the “payment-in-kind” option for the Notes for every interest payment date until maturity, in order each case, in accordance with the terms of the Convertible Bond) and to provide for resales of the Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (subject to the “Initial availability of a Registration Statement on Form F-3 or any successor form thereto (or Form S-3 if the Company is not a foreign private issuer)), which Registration Statement will (except to the extent the SEC objects in written comments upon the SEC’s review of such Registration Statement”)) include a plan of distribution and selling shareholder disclosure reasonably requested by a Purchaser. By the Registration Date, the The Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its commercially reasonable best efforts to have such Registrable the Registration Statement declared effective as soon as practicable after the filing thereof and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities approved for listing on Act at all times until the Nasdaq, subject only to official notice of issuanceRegistration Termination Date. In addition, the Company will from time to time time, after the initial Registration Statement has been declared effective, use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, Article VI shall be on Form S-3 F-3 (or a successor form) if the Company is eligible to use such form (or on Form S-3 if the Company is not a foreign private issuer) and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 36.02, and further subject to the availability of a Registration Statement on Form F-3 (or any successor form thereto) or Form S-3 (if the Company is not a foreign private issuer) to the Company pursuant to the Securities Act and the rules and interpretations of the SEC, the Company will use its commercially reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if following the Company consolidates or merges maturity date of the Notes and full settlement of principal and interest in accordance with or into any Person the terms of the Convertible Bond, the Registrable Securities represent less than $25,000,000 by value in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaqaggregate. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during During such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 F-3 (or any successor form thereto) or Form S-3 (if the Company is not a foreign private issuer), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 F-1 (or any successor form) or Form S-1 (if the Company is not a foreign private issuer) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereofthereof and use reasonable efforts to file and cause to become effective such amendments thereto as are necessary in order to keep such Registration Statement available until the Registration Termination Date. Each Prior to filing such written request must specify Form F-1 or Form S-1, as applicable, the amount and intended manner of disposition Company shall provide reasonable advance notice thereof to the other Purchasers at least five business days before the filing of such Registrable Securities; provided, that Registration Statement and shall include in such Registration Statement the minimum amount of such Registrable Securities shall be $75,000,000of any Purchaser who so requests within five business days after receipt of the Company’s notice. Any When the Company regains ability to file a Registration Statement required to be filed pursuant to this Section 2(con Form F-3 (or Form S-3 if the Company is not a foreign private issuer) shall not be required to cover covering the Registrable Securities it shall use reasonable efforts to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this do so as promptly as practicable in accordance with Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force6.01(a).

Registration Statement. (a) As soon as practicable after (and in any event within 15 calendar days of the date hereof of this Agreement), the Company shall file a registration statement on Form F-3 (or other appropriate form if the Company is not then F-3 eligible) providing for the resale by the Purchasers of the Warrant Shares issued and issuable upon exercise of the Warrants (the “Resale Registration Statement”). The Company shall allow Purchaser to review the Resale Registration Statement prior to its filing and cooperate, reasonably and in good faith, with, and take such customary actions as may reasonable be requested by the Purchaser, consistent with the terms of this Agreement, in connection with the registration of the Warrant Shares. The Company shall use commercially reasonable efforts to cause the Resale Registration Statement to become effective within 45 days following the Closing Date (or within 90 days following the Closing Date if the Commission has informed the Company that it intends to review such registration statement) and to keep the Resale Registration Statement continuously effective, keep any qualification, exemption or compliance under state securities laws which the Company determines to obtain continuously effective with respect to Purchaser, and to keep the applicable Resale Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions at all times until no Purchaser owns any Warrants or Warrant Shares issuable upon exercise thereof. (b) The Company shall advise Purchaser as promptly as practicable, but in no event later than the date that the definitive Proxy within one (1) Business Day: (i) when a Resale Registration Statement or any amendment thereto has been filed with the SEC), the Company will prepare Commission and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a when such Resale Registration Statement or any post-effective amendment thereto has become effective; (2) of any request by the Commission for amendments or supplements to an existing any Resale Registration Statement or the prospectus included therein or for additional information; (3) of the issuance by the Commission of any stop order suspending the effectiveness of any Resale Registration Statement or the initiation of any proceedings for such purpose; (4) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities included therein for sale in order any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (5) subject to provide for resales the provisions in this Agreement, of Registrable Securities the occurrence of any event that requires the making of any changes in any Resale Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be made on stated therein or necessary to make the statements therein (in the case of a delayed or continuous basis pursuant prospectus, in the light of the circumstances under which they were made) not misleading. Notwithstanding anything to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Datecontrary set forth herein, the Company shall prepare and file a supplemental listing application not, when so advising Purchaser of such events, provide Purchaser with any material, non-public information regarding the Nasdaq Company other than to list the Registrable Securities covered by extent that providing notice to Purchaser of the Initial Registration Statement and occurrence of the events listed in clauses (1) through (5) above may constitute material, non-public information regarding the Company. The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use commercially reasonable efforts to file such additional Registration Statements to cover resales obtain the withdrawal of any Registrable Securities that are not registered for resale pursuant to a order suspending the Initial effectiveness of any Resale Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under as soon as reasonably practicable. Upon the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 occurrence of an event listed in clause (or a successor form5) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Dateabove, the Company shall use its commercially reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each prepare a post-effective amendment to such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Resale Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under purchasers of the Securities Act. The obligations included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the Company circumstances under this Section 2(c) shall which they were made, not impact the obligations of the Company under Section 2(a) which shall continue to be in force.misleading

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will TriCo agrees to prepare and file and use reasonable efforts to cause to be declared effective a registration statement on Form S-4 or otherwise become effective pursuant to the Securities Act other applicable form (the “Registration DateStatement”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on filed by TriCo with the SEC in connection with the issuance of the shares of TriCo Common Stock to the FNBB shareholders as the Merger Consideration in the Merger (including the joint proxy statement for the TriCo Meeting and the FNBB Meeting and prospectus and other proxy solicitation materials of TriCo and FNBB constituting a delayed or continuous basis pursuant to Rule 415 under the Securities Act part thereof (the “Initial Registration Proxy Statement”) and all related documents). By the Registration Date, the Company FNBB shall prepare and file a supplemental listing application furnish such information relating to it, its Subsidiaries and their respective directors, officers and shareholders as may be reasonably required in connection with the Nasdaq above referenced documents based on its knowledge of and access to list the Registrable Securities covered by information required for said documents, and FNBB, and its legal, financial and accounting advisors, shall have the Initial right to review in advance and comment on such Registration Statement prior to its filing and on any amendments or supplements thereto and any written communications with the SEC in connection therewith. FNBB agrees to cooperate with TriCo and TriCo’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. TriCo shall use its commercially reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaqfile, subject only or cause to official notice of issuance. In additionbe filed, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement with the SEC within forty-five (45) days of the date of this Agreement or as promptly as reasonably practicable thereafter. Each of FNBB and will TriCo agrees to use its commercially reasonable best efforts to cause such the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. TriCo also agrees to use its commercially reasonable best efforts to obtain all necessary state securities law or otherwise “Blue Sky” permits and approvals required to become carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act Act, FNBB and will use its reasonable efforts TriCo shall promptly mail at each party’s own expense the Proxy Statement to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSIof their respective shareholders. (b) Subject Each of FNBB and TriCo agrees that none of the information supplied or to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (be supplied by it for inclusion or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): incorporation by reference in (i) the date on which all Registrable Securities covered by Registration Statement shall, at the time the Registration Statement have been sold thereunder in accordance with and each amendment or supplement thereto, if any, becomes effective under the plan Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and method (ii) the Proxy Statement and any amendment or supplement thereto shall, at the date(s) of distribution disclosed in mailing to FNBB’s and TriCo’s respective shareholders and at the prospectus included time(s) of the FNBB Meeting and the TriCo Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Each of FNBB and TriCo further agrees that if such party shall become aware prior to the date of effectiveness of the Registration Statement of any information furnished by such party that would cause any of the statements in the Registration Statement, (ii) there otherwise cease Statement or the Proxy Statement to be false or misleading with respect to any Registrable Securities material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other parties thereof and (iii) if to take the Company consolidates necessary steps to correct the Registration Statement or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqProxy Statement. (c) From and TriCo agrees to advise FNBB promptly in writing after TriCo receives notice thereof, of the date hereof until time when the Registration Termination DateStatement has become effective or any supplement or amendment has been filed, of the Company shall use its reasonable efforts issuance of any stop order or the suspension of the qualification of TriCo Common Stock for offering or sale in any jurisdiction, of the initiation or, to maintain eligibility to be able to file and use a the extent TriCo is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forcefor additional information.

Registration Statement. (ai) As soon promptly as practicable possible after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)Closing, the Company will Buyer Parent shall prepare and file and with the SEC a Registration Statement covering the resale of all Registrable Shares issued at Closing. (ii) Buyer Parent shall use its commercially reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under by the Securities Act SEC as promptly as possible after the filing thereof and will shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which such time as all Registrable Securities Shares covered by the such Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, or (ii) there otherwise cease the date that all Registrable Shares covered by such Registration Statement may be sold by non-affiliates without volume or manner-of-sale restrictions pursuant to Rule 144 without the requirement for Buyer Parent to be any Registrable Securities in compliance with the current public information requirement of Rule 144 as determined by counsel to Buyer Parent pursuant to a written opinion letter to such effect, addressed, delivered and acceptable to Buyer Parent’s transfer agent (the “Effectiveness Period”). (iii) if Buyer Parent shall notify Seller in writing promptly (and in any event within one Trading Day) after receiving notification from the Company consolidates or merges with or into any Person in a transaction SEC that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqRegistration Statement has been declared effective. (civ) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein in this Agreement to the contrary, during such period of time from and after the Registration Date that the Company ceases Buyer Parent may, by prompt written notice to be eligible to file or use Seller, suspend sales under a Registration Statement on Form S-3 (or any successor form thereto), upon after the written request Effective Date thereof and/or require that Seller immediately cease the sale of Registrable Shares pursuant thereto and/or defer the filing of any holder or holders subsequent Registration Statement if Buyer Parent’s Board of Registrable SecuritiesDirectors determines in good faith, the Company shall use its reasonable efforts that (A) it would be materially detrimental to file Buyer Parent to maintain a Registration Statement on Form S-1 at such time or (B) it is in the best interests of Buyer Parent to suspend sales under such registration at such time. Upon receipt of such notice, Seller shall immediately discontinue any sales of Registrable Shares pursuant to such registration until Seller is advised in writing by Buyer Parent that the current Prospectus or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or partiesamended Prospectus, as applicable, and use reasonable efforts may be used. In no event, however, shall this right be exercised to cause suspend sales beyond the period during which (in the good faith determination of Buyer Parent’s Board of Directors) the failure to require such suspension would be materially detrimental to Buyer Parent. Immediately after the end of any suspension period under this Section 5.06(d), Buyer Parent shall take all necessary actions (including filing any required supplemental prospectus) to restore the effectiveness of the applicable Registration Statement and the ability of Seller to publicly resell its Registrable Shares pursuant to such effective Registration Statement. (v) If at any time the SEC takes the position that the offering of some or all of the Registrable Shares in a Registration Statement is not eligible to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered made on a delayed or continuous basis pursuant to under the provisions of Rule 415 under the Securities Act. The obligations Act or requires Seller to be named as an “underwriter,” Buyer Parent shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the Company under issuer” as defined in Rule 415 and that Seller is not an “underwriter.” In the event that the SEC refuses to alter its position, Buyer Parent shall (i) remove from the Registration Statement such portion of the Registrable Shares (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Shares as the SEC may require to assure Buyer Parent’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that Buyer Parent shall not agree to name Seller as an “underwriter” in such Registration Statement without the prior written consent of Seller. From and after the date Buyer Parent is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions applicable to such Cut Back Shares, all of the provisions of this Section 2(c5.06 (including Buyer Parent’s obligations with respect to the filing of a Registration Statement and its obligations to use commercially reasonable efforts to have such Registration Statement declared effective within the time periods set forth herein) shall not impact the obligations of the Company under Section 2(a) which shall continue again be applicable to be in forcesuch Cut Back Shares.

Registration Statement. (a) As soon promptly as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)execution of this Agreement, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company CytRx shall prepare and file a supplemental listing application with the Nasdaq to list SEC the Registrable Securities covered by the Initial Registration Statement containing the Proxy Statement/Prospectus and thereafter shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act as promptly as practicable after such filing. The Proxy Statement/Prospectus shall, subject to Section 6.07, include the Directors’ Recommendation. CytRx, Merger Subsidiary and will the Company shall cooperate with each other in the preparation of the Registration Statement, and CytRx shall promptly notify the Company of the receipt of any comments of the SEC with respect to the Registration Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to the Company promptly copies of all correspondence between CytRx or its representatives and the SEC. CytRx shall give the Company and its counsel the opportunity to review the Registration Statement within a reasonable period of time prior to its being filed with the SEC and to review all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments within a reasonable period of time prior to their being filed with, or sent to, the SEC. Each of the Company, CytRx and Merger Subsidiary agrees to use its reasonable efforts best efforts, after consultation with the other parties hereto, to keep respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the SEC has cleared the Registration Statement, the Company shall mail the Proxy Statement/Prospectus to the stockholders of the Company. Prior to the date of approval of the Merger by the Company’s stockholders, the Company shall correct promptly any information provided by it to be used specifically in the Registration Statement continuously effective under that shall have become false or misleading in any material respect, and CytRx shall take all steps necessary to file with the Securities Act at all times until SEC and have cleared by the SEC any amendment or supplement to the Registration Termination Date. Any Registration Statement filed pursuant so as to this Section 2 shall cover only Registrable Securitiescorrect the same and to cause the Proxy Statement/Prospectus as so corrected to be disseminated to the stockholders of the Company, shall be on Form S-3 (or a successor form) if in each case to the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSIextent required by applicable law. (b) Subject to the provisions The Company shall cooperate with CytRx in connection with investor meetings and customary “road show” presentations of Section 3CytRx. As part of such meetings and presentations, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance understands and agrees that CytRx may provide information with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein respect to the contraryCompany’s clinical trials, during such period of time from product candidates and after the Registration Date that the Company ceases other assets and business, subject to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forcecustomary confidentiality agreements.

Registration Statement. (a) As soon as practicable after On or prior to the date hereof thirtieth (and in no event later than 30th) day following the date that the definitive Proxy Statement has been filed with the SEC)Closing under this Agreement, the Company will shall prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to with the Securities Act (the “Registration Date”) Commission a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales covering the resale of all Registrable Securities for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale all of the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act Act). Notwithstanding any other provision of this ARTICLE 5: (i) if the staff of the Commission does not permit all of the Registrable Securities to be registered on the initial Registration Statement filed pursuant to this Section 5.1(a) (the “Initial Registration Statement”). By , unless otherwise directed in writing by a Purchaser as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration DateStatement will be reduced by Registrable Securities represented by the Shares and Warrant Shares (applied, in the case that some Shares and Warrant Shares may be registered, to the Purchasers on a pro rata basis based on the total number of unregistered Shares and Warrant Shares held by such Purchasers, subject to a determination by the Commission that certain Purchasers must be reduced first based on the number of Shares and Warrant Shares held by such Purchasers); and (ii) in the event the Company amends the Initial Registration Statement to effect the reduction contemplated under clause (i) above, the Company shall prepare and file a supplemental listing application with the Nasdaq Commission, as promptly as allowed by the Commission or one or more registration statements on Form S-3 or such other form available to list the register for resale those Registrable Securities covered by that were not registered for resale on the Initial Registration Statement and Statement, as so amended (each, an “Additional Registration Statement”). (b) The Company shall use its commercially reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such each Registration Statement to be declared effective or otherwise to become effective under by the Securities Act Commission as promptly as possible after the filing thereof, and will shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any earlier of (i) the date that all Registrable Securities covered by such Registration Statement filed have been sold or can be sold publicly pursuant to Rule 144 without volume or manner of sale restrictions or (ii) the date that is one year following the Effective Date (the “Effectiveness Period”). (c) Notwithstanding anything in this Section 2 shall cover only Registrable SecuritiesAgreement to the contrary, shall be on Form S-3 (or a successor form) if the Company is eligible may, by written notice to use such form and shall be an automatically effective the Purchasers, suspend sales under a Registration Statement after the Effective Date thereof and/or require that the Purchasers immediately cease the sale of shares of Common Stock pursuant thereto and/or defer the filing of any Additional Registration Statement if the Company is engaged in a WKSI. (b) Subject material merger, acquisition or sale or any other material pending development and the Board of Directors determines in good faith, by appropriate resolutions, that, as a result of such activity, it would be materially detrimental to the provisions Company to maintain a Registration Statement at such time. Upon receipt of Section 3such notice, each Purchaser agrees to immediately discontinue any sales of Registrable Securities pursuant to such Registration Statement until such Purchaser is advised in writing by the Company will use its reasonable efforts that the current Prospectus or amended Prospectus, as applicable, may be used. In no event, however, shall this right be exercised to keep suspend sales beyond the initial Registration Statement period during which (or any replacement Registration Statement) continuously effective until in the earlier good faith determination of (such earlier date, the “Registration Termination Date”): (iBoard of Directors) the date on which all Registrable Securities covered by failure to require such suspension would be materially detrimental to the Registration Statement have been sold thereunder Company. The Company’s rights under this Section 5.1(c) may be exercised for a period of no more than thirty (30) consecutive Trading Days and not more than three times in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Maketwelve-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and month period. Immediately after the date hereof until end of any suspension period under this Section 5.1(c) during the Registration Termination DateEffectiveness Period, the Company shall use its reasonable efforts take all necessary actions (including filing any required supplemental prospectus) to maintain eligibility to be able to file and use a restore the effectiveness of the applicable Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein and the ability of the Purchasers to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the publicly resell their Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any effective Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceStatement.

Registration Statement. (a) As Each of Parent and the Company shall cooperate and as promptly as practicable prepare, and Parent shall file with the SEC as soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)practicable, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 Form S-4 under the Securities Act (the “Initial "Registration Statement”"), with respect to the Parent Common Stock issuable in the Merger. A portion of the Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the stockholders of Parent and of the Company in connection with the Merger (the "Proxy Statement/Prospectus"). By The respective parties will cause the Proxy Statement/Prospectus and the Registration DateStatement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Parent shall use its reasonable best efforts, and the Company shall prepare and file a supplemental listing application will cooperate with Parent, to have the Nasdaq to list the Registrable Securities covered Registration Statement declared effective by the Initial Registration Statement and SEC as promptly as practicable. Parent shall use its reasonable best efforts to have such Registrable Securities approved for listing on obtain, prior to the Nasdaqeffective date of the Registration Statement, subject only all necessary state securities law or "Blue Sky" permits or approvals required to official notice of issuance. In addition, carry out the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement transactions contemplated by this Agreement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under pay all expenses incident thereto. Parent will advise the Securities Act and will use its reasonable efforts to keep Company, promptly after it receives notice thereof, of the time when the Registration Statement continuously has become effective under or any supplement or amendment has been filed, the Securities Act at all times until issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/ Prospectus or the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if comments thereon and responses thereto or requests by the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSISEC for additional information. (b) Subject to the provisions Each of Section 3, Parent and the Company will use its reasonable best efforts to keep cause the initial Registration Statement (or any replacement Registration Proxy Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) /Prospectus to be mailed to its stockholders as promptly as practicable after the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaqhereof. (c) From Each of Parent and after the date hereof until Company agrees that the information provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of stockholders of Parent and of the Company, or, in the case of information provided by it for inclusion in the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form amendment or supplement thereto). Notwithstanding anything herein , at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use state a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement material fact required to be filed pursuant stated therein or necessary to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under make the Securities Act. The obligations statements therein, in light of the Company circumstances under this Section 2(c) shall which they were made, not impact the obligations of the Company under Section 2(a) which shall continue to be in forcemisleading.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will Parent agrees to prepare and file a registration statement on Form S-4 or other applicable form (as may be amended, the “Registration Statement”) with the SEC in connection with the issuance of Parent Common Stock in the Merger (including the proxy statement and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to prospectus and other proxy solicitation materials of the Securities Act Company constituting a part thereof (the “Registration DateProxy Statement/Prospectus”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”and all related documents). By the Registration Date, the The Company shall prepare and file a supplemental listing application furnish such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the Nasdaq above-referenced documents based on its Knowledge of and access to list the Registrable Securities covered by information required for said documents, and the Initial Company, and its legal, financial and accounting advisors, shall have the right to review in advance and reasonably approve such Registration Statement prior to its filing. The Company agrees to reasonably cooperate with Parent and Parent’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisors and independent auditor in connection with the Registration Statement and shall the Proxy Statement/Prospectus. Provided that the Company has reasonably cooperated in all material respects as described above, Parent agrees to promptly file, or cause to be filed, the Registration Statement and the Proxy Statement/Prospectus with the SEC. Each of the Company and Parent agrees to use its reasonable best efforts to have such Registrable Securities approved for listing on cause the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Parent also agrees to use its reasonable best efforts to obtain all necessary state securities law or otherwise “blue sky” permits and approvals required to become carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable SecuritiesAct, shall be on Form S-3 (or a successor form) if the Company is eligible shall promptly mail the Proxy Statement/Prospectus to use such form and shall be an automatically effective Registration Statement if the Company is a WKSIits shareholders. (b) Subject Parent agrees to advise the provisions Company, promptly after Parent receives notice thereof, of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by time when the Registration Statement have has become effective or any supplement or amendment has been sold thereunder filed, of the issuance of any stop order or the suspension of the qualification of Parent Common Stock for offering or sale in accordance with any jurisdiction, of the plan and method initiation or, to the extent Parent is aware thereof, threat of distribution disclosed in any proceeding for any such purpose, or of any request by the prospectus included in SEC for the amendment or supplement of the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates Statement or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaqadditional information. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the The Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (x) for the registration of resales of the Notes, Company Common Stock issuable upon conversion of the Notes, the Warrants and the Warrant Shares no later than the eighteen (18) month anniversary of the Initial Closing Date and (y) for all other registration requests, as soon as reasonably practicable following a written request of holders of a majority in aggregate principal amount of Notes that are Registrable Securities and, in any event, no later than the date that is the later of (A) eighteen (18) months following the Initial Closing Date and (B), in the event of clause (y), three (3) months following the date of such request (such later date, the “Target Registration Date”) ), a Registration Statement or post-effective amendment to an existing (the “Initial Registration Statement Statement”) in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act Act, which Registration Statement will (except to the “Initial extent the SEC objects in written comments upon the SEC’s review of such Registration Statement”). By ) include the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice Plan of issuanceDistribution. In addition, the Company will from time to time after the Initial Registration Statement has been declared effective use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities requested to be registered by the Silver Lake Group that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and and, subject to Section 5.02, will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 Article V shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSIWKSI (in which case, the Registration Statement may request registration of an unspecified amount of Registrable Securities to be sold by unspecified holders). (b) Subject to the provisions of Section 35.02 and further subject to the availability of a Registration Statement on Form S-3 (or any successor form thereto) to the Company pursuant to the Securities Act and the rules and interpretations of the SEC, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, Statement and (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqSecurities. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Target Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereofthereof and file and cause to become effective such amendments thereto as are necessary in order to keep such Registration Statement continuously available. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,00050,000,000. Any When the Company regains the ability to file a Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover on Form S-3 covering the Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this it shall as promptly as practicably do so in accordance with Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force5.01(a).

Registration Statement. (a) As Subject to Purchasers’ provision of any information with respect to Purchasers that is required to be included therein, the Company shall file a registration statement on Form S-1 to cover the resale of all of the Shares and the Warrant Shares (together, the “Registrable Securities” and such registration statement, including any prospectus therein, as may be amended, the “Initial Registration Statement”) as soon as practicable after the date hereof (and in no any event later than within thirty (30) calendar days of the date that Closing Date (the definitive Proxy Statement has been filed with the SEC“Filing Date”), the ). The Company will prepare and file and shall use commercially reasonable efforts to cause the Initial Registration Statement to be declared effective or otherwise become effective pursuant (i) within sixty (60) calendar days of the Closing Date, in the event of no review by the Commission; (ii) otherwise, within ninety (90) calendar days following the Closing Date (but in any event no later than three (3) Business Days from the date the Staff indicates it has no comments on such Initial Registration Statement or will not review such Initial Registration Statement), and to the keep such Initial Registration Statement effective at all times until no Purchaser owns any Registrable Securities Act (the “Registration DateEffectiveness Period”). If at any time the staff of the Commission (“Staff”) a takes the position that the offering of some or all of the Registrable Securities in the Initial Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities is not eligible to be made on a delayed or continuous basis pursuant to under the provisions of Rule 415 under the Securities Act (or requires any Purchaser to be named an “underwriter,” the Company shall use its commercially reasonable efforts to persuade the Commission that the offering contemplated by the Initial Registration Statement is a valid 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;” provided, that if the Commission or another regulatory agency requests that a Purchaser be identified as a statutory underwriter in the Initial Registration Statement”), Purchaser will have the opportunity to withdraw from the Initial Registration Statement upon its prompt written request to the Company. By In the Registration Dateevent that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 4.17, the Staff refuses to alter its position, the Company shall prepare (i) remove from the Initial Registration Statement such portion of the Registrable Securities (the “Cut Back Securities”) and/or (ii) agree to such restrictions and file a supplemental listing application limitations on the registration and resale of the Registrable Securities as the Staff may require to assure the Company’s compliance with the Nasdaq requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to list name any Purchaser as an “underwriter” in such Initial Registration Statement without the prior written consent of such Purchaser. Any cutback imposed on Purchasers pursuant to this Section 4.17 shall be allocated among Purchasers on a pro rata basis, unless the SEC Restrictions otherwise require or provide. No liquidated damages shall accrue as to any Cut Back Securities until such date as the Company is able to effect the registration of such Cut Back Securities in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date applicable to any Cut Back Securities, all of the provisions of this Section 4.17 shall again be applicable to such Cut Back Securities; provided, however, that (x) the Filing Date for the Initial Registration Statement including such Cut Back Securities shall be ten (10) Business Days after such Restriction Termination Date, and (y) the deadline to declare the registration statement effective with respect to such Cut Back Securities shall be the 60th day immediately after the Restriction Termination Date or the 90th day if the Staff reviews such Initial Registration Statement (but in any event no later than three (3) Business Days from the Staff indicating it has no further comments on such Initial Registration Statement). The Company and Purchasers agree that Purchasers will suffer damages if the Initial Registration Statement is not filed on or prior to the Filing Date and maintained in the manner contemplated herein during the Effectiveness Period (prior to the effective date of a Initial Registration Statement) or if certain other events occur. The Company and Purchasers further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Initial Registration Statement is not filed on or prior to the Filing Date, or (B) prior to the effective date of the Initial Registration Statement, the Company fails to notify Purchasers via electronic correspondence of comments made by Commission (a “Comment Letter”) with respect to the Initial Registration Statement within twenty four (24) hours of such receipt from the Commission or fails to respond to the Comment Letter in writing within seven (7) Business Days after receipt of the Comment Letter, or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Initial Registration Statement will not be “reviewed,” or not subject to further review, or (D) the Initial Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to the Registrable Securities covered by the such Initial Registration Statement at any time prior to the expiration of the Effectiveness Period, without being succeeded promptly by a subsequent Initial Registration Statement filed with and declared effective by the Commission, or (E) trading in the Common Stock shall use its reasonable best efforts be suspended or if the Common Stock is no longer quoted on or is delisted from the OTCQB (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) consecutive Business Days or twenty (20) Business Days in the aggregate for any twelve month period, (any such failure or breach being referred to have as an “Event,” and for purposes of clauses (A) and (B) the date on which such Registrable Securities approved Event occurs, or for listing purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), then the NasdaqCompany shall pay to Purchasers, subject only as liquidated damages, an amount of cash each month equal to official notice one percent (1%) of issuancethe Subscription Amount with respect to such Purchaser. The parties agree that the maximum aggregate liquidated damages payable to a Purchaser under this Agreement shall be 10.0% of the aggregate Subscription Amount paid by such Purchaser pursuant to this Agreement. In addition, the Company will from time no liquidated damages shall be payable with respect to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale may be sold pursuant to a Rule 144 without volume or manner-of-sale restrictions and without the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement requirement for the Company to be declared effective or otherwise to become effective in compliance with the current public information requirement under Rule 144(c)(1) of the Securities Act and will use its reasonable efforts to keep Act. Liquidated damages payable by the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed Company pursuant to this Section 2 shall cover only Registrable Securities, 4.17 shall be on Form S-3 payable ten (or 10) Business Days after a successor formEvent Date and the first (1st) if Business Day of each thirty (30) day period following the Company is eligible Event Date. Notwithstanding anything to use such form and the contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants. Such liquidated damages shall be an automatically effective Registration Statement if available in addition to, not in lieu of, any other rights and remedies available to the Company is a WKSIPurchasers under this Agreement. (b) Subject to Without limiting Section 4.17(a), if, at any time during the provisions of Section 3Effectiveness Period, the Company will use its reasonable efforts shall determine to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance prepare and file with the plan and method Commission a registration statement relating to an offering for its own account or the account of distribution disclosed others under the Securities Act of any of its equity securities, other than on Form S-8 (each as promulgated under the Securities Act) or their then-equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the prospectus included in the Company’s stock option or other employee benefit plans (any such registration statement or Initial Registration Statement, (ii) there otherwise cease in each case, including any prospectus therein, a “Registration Statement”), then the Company shall deliver to each Purchaser at least 30 days’ prior written notice of such determination and, if, within fifteen days after the date of the delivery of such notice, any such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of the Registrable Securities held by such Purchaser that such Purchaser requests to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaqregistered. (c) From In connection with the performance of its obligations under this Section 4.17 the Company shall: (i) promptly prepare and file with the Commission such amendments, post-effective amendments and supplements to any Registration Statement as may be necessary to keep such Registration Statement effective for the period of time required by this Section 4.17 and to comply with the provisions of the Securities Act with respect to the disposition of Registrable Securities; (ii) within a reasonable time before filing any Registration Statement, prospectus or amendments or supplements thereto with the Commission, furnish to counsel selected by each holder of Registrable Securities copies of such documents proposed to be filed, which documents shall be subject to the review, comment and approval of such counsel; (iii) notify each selling holder of Registrable Securities, promptly after the date hereof until Company receives notice thereof, of the time when the applicable Registration Termination DateStatement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed with the Commission; (iv) furnish to each selling holder of Registrable Securities such number of copies of the prospectus included in any Registration Statement (including each preliminary prospectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; (v) use its commercially reasonable efforts to register or qualify the Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any selling holder reasonably requests and do any and all other acts and things which may be necessary or advisable to enable such holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by such holders; provided, that the Company shall not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this clause (v); (vi) notify each selling holder of Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event that would cause the prospectus included in such Registration Statement to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and, at the request of any such holder, the Company shall promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (vii) cause the Registrable Securities to be listed on each securities exchange on which the Common Stock is then listed; (viii) Intentionally ommitted; (ix) comply with all applicable rules and regulations of the Commission and the Securities Act; (x) Intentionally ommitted; (xi) use its commercially reasonable efforts to maintain eligibility cause the Registrable Securities to be able registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to file and use a enable the holders of such Registrable Securities to consummate the disposition of such Registrable Securities in accordance with their intended method of distribution thereof; (xii) notify the holders of Registrable Securities promptly of any request by the Commission for the amending or supplementing of any Registration Statement on Form S-3 or prospectus or for additional information; (or any successor form thereto). Notwithstanding anything herein to xiii) advise the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the Company shall issuance of any stop order by the Commission suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to file prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; (xiv) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a Registration Statement on Form S-1 “controlling person” (or any successor form) under within the meaning of the Securities Act covering and the Exchange Act) of the Company, to participate in the preparation of such Registration Statement and to require the insertion therein of language, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included; (xv) cooperate with the holders of the Registrable Securities to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold pursuant to any Registration Statement or Rule 144 free of any restrictive legends and representing such number of shares of Common Stock and registered in such names as the holders of the requesting party or parties, as applicable, and use Registrable Securities may reasonably request a reasonable efforts period of time prior to cause sales of Registrable Securities pursuant to such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securitiesor Rule 144; provided, that the minimum amount Company may satisfy its obligations under this clause (xv) without issuing physical stock certificates through the procedures of such the Depository Trust Company; (xvi) not later than the effective date of any Registration Statement, provide a CUSIP number for all Registrable Securities shall be $75,000,000. Any Registration Statement required and provide the applicable transfer agent with certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company; (xvii) provide materials and information customary to be filed pursuant the due diligence process; and (xviii) otherwise use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated by this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.4.17

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the The Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (x) for the registration of resales of Company Common Stock, as soon as reasonably practicable following the Closing Date (and, in any event, no later than three (3) months following the Closing Date) and (y) for all other registration requests, as soon as reasonably practicable following a written request of holders of a majority in aggregate principal amount of Notes that are Registrable Securities and, in any event, no later than the date that is the later of (A) six (6) months following the Closing Date and (B) three (3) months following the date of such request (such later date, the “Target Registration Date”) ), a Registration Statement or post-effective amendment to an existing (the “Initial Registration Statement Statement”) in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act Act, which Registration Statement will (except to the “Initial extent the SEC objects in written comments upon the SEC’s review of such Registration Statement”). By ) include the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice Plan of issuanceDistribution. In addition, the Company will from time to time after the Initial Registration Statement has been declared effective use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities requested to be registered by the Silver Lake Group that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and and, subject to Section 5.02, will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 Article V shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSIWKSI (in which case, the Registration Statement may request registration of an unspecified amount of Registrable Securities to be sold by unspecified holders). (b) Subject to the provisions of Section 35.02 and further subject to the availability of a Registration Statement on Form S-3 (or any successor form thereto) to the Company pursuant to the Securities Act and the rules and interpretations of the SEC, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, Statement and (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqSecurities. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Target Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereofthereof and file and cause to become effective such amendments thereto as are necessary in order to keep such Registration Statement continuously available. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,00050,000,000. Any When the Company regains the ability to file a Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover on Form S-3 covering the Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this it shall as promptly as practicably do so in accordance with Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force5.01(a).

Registration Statement. (ai) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed The Company shall file with the SEC), within five (5) calendar days from the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to date on which it has been advised that the Securities Act SEC has no further comments on its Annual Report on Form 10-K for the year ended April 30, 2013, a new registration statement (the “Registration DateStatement”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities covering the shares to be made on sold in connection with the Chardan ATM and the resale of the Termination Shares and those 13,052,000 shares of Common Stock previously issued by the Company to the Investor via a delayed or continuous basis pursuant to Rule 415 under private placement transaction (such 13,052,000 shares, collectively with the Securities Act (Termination Shares, the “Initial Registration StatementRegistrable Shares”). By The Investor and its counsel shall have a reasonable opportunity to review and comment upon the Registration DateStatement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall prepare and file a supplemental listing application with the Nasdaq give due consideration to list the Registrable Securities covered all such comments. The Investor shall furnish all information reasonably requested by the Initial Registration Statement and Company for inclusion therein. The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing the Registration Statement declared effective by the SEC within one hundred eighty (180) calendar days from the date on which it was filed with the NasdaqSEC (the “Effectiveness Date”), subject only to official notice of issuanceand any amendment thereto declared effective by the SEC at the earliest possible date. In additionthe event that the Registration Statement has not been (i) filed on or before the date required under the first sentence of this Section 3(b) or (ii) declared effective by the Effectiveness Date, the Company will from time shall pay to time the Investor a fee of One Thousand Dollars ($1,000) per day until the Registration Statement has been declared effective by the SEC. The Company shall use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Shares covered thereby at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 date on which the Investor shall cover only have sold all the Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of Shares covered thereby (such earlier dateperiod of time, the “Registration Termination DatePeriod”): ). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. The Company shall not file another registration statement with the SEC until the Registration Statement registering the Registrable Shares is declared effective by the SEC. (ii) On the earlier of (i) the date that the Registration Statement becomes effective (the “Commencement Date”) and (ii) such time that the Investor shall request, provided all conditions of Rule 144 under the Securities Act are met, the Company shall, no later than one (1) Business Day following the delivery by the Investor to the Company or the Transfer Agent of one or more legended certificates representing the Registrable Shares as the case may be (which certificates the Investor shall promptly deliver on which or prior to the first to occur of the events described in clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate representing such Registrable Shares that is free from all restrictive and other legends or (B) a number of shares of Common Stock equal to the number of Registrable Shares represented by the certificate(s) so delivered by the Investor as DWAC Shares. The Company shall take all actions to carry out the intent and accomplish the purposes of the immediately preceding sentence, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Transfer Agent, and any successor transfer agent of the Company, as may be requested from time to time by the Investor or necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence. On the Commencement Date, the Company shall issue to the Transfer Agent, and any subsequent transfer agent, (i) irrevocable instructions in the form required by the Investor (the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) a notice of effectiveness of the Registration Statement in the form required by the Investor (the “Notice of Effectiveness of Registration Statement”), in each case with respect to the Registrable Shares in accordance with the terms of this Agreement. So long as the Registration Statement remains effective, any and all Registrable Securities Shares that are issued from and after the Commencement Date to or for the benefit of the Investor shall be issued only as DWAC Shares. The Company represents and warrants to the Investor that, after the Effective Date and so long as the Registration Statement remains effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 3(b)(ii) will be given by the Company to the Transfer Agent with respect to the Registrable Shares from and after the Commencement Date, and the Registrable Shares covered by the Registration Statement have been sold thereunder in accordance shall otherwise be freely transferable on the books and records of the Company. The Company agrees that if the Company fails to fully comply with the plan provisions of this Section 3(b)(ii) within five (5) Business Days of the Investor providing the deliveries referred to above, the Company shall, at the Investor’s written instruction, purchase such shares of Common Stock containing the Restrictive Legend from the Investor at the greater of the (i) purchase price paid for such shares of Common Stock (as applicable) and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and Closing Sale Price of the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after on the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such Investor’s written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceinstruction.

Registration Statement. 4.1 The Issuer agrees that, Subscriber may make a written demand for a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective (aa “Registration”), for resale of the Shares (the “Registrable Securities”), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) As of distribution thereof (such written demand a “Demand Registration”). Following a Demand Registration, the Subscriber shall be entitled to have its Registrable Securities included in a Registration pursuant to a Demand Registration and the Issuer shall file, as soon thereafter as practicable, but not more than thirty (30) days immediately after the Issuer’s receipt of the Demand Registration (the “Filing Date”), the Registration of all Registrable Securities requested by the Subscriber pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than one (1) Demand Registrations under this Agreement with respect to any or all of the Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Subscriber to be registered on behalf of the Subscriber in such Form S-1 Registration have been sold. The Subscriber shall not have any right to a Demand Registration before the day that is 30 days before the expiration of the Lock-Up Period (as defined below). 4.2 The Subscriber shall have the right to withdraw from a Registration pursuant to a Demand Registration for any or no reason whatsoever upon written notification to the Issuer and the underwriter or underwriters (if any) of its intention to withdraw from such Registration at least three (3) business days prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of the Registrable Securities pursuant to such Demand Registration (or in the case of an underwritten registration pursuant to Rule 415, at least five (5) business days prior to the time of pricing of the applicable offering). 4.3 The Issuer shall use its commercially reasonable efforts to have the registration statement with respect to the Registrable Securities (the “Registration Statement”) declared effective as soon as practicable after the date hereof filing thereof (such date, the “Effectiveness Date”), provided that no request to accelerate effectiveness of such Registration Statement shall be made prior to the end of the Lock-Up Period (as defined below) and; provided, further, that the Issuer’s obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing a completed and executed selling shareholders questionnaire in customary form to the Issuer that contains the information required by Commission rules for a Registration Statement regarding Subscriber, the securities of the Issuer held by Subscriber, and the intended method of disposition of the Registrable Securities to effect the registration of the Registrable Securities, and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder; provided that, except pursuant to this Agreement, the Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. Any failure by the Issuer to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Issuer of its obligations to file or effect the Registration Statement as set forth above in this Section 4. Unless required under applicable laws and Commission rules, in no event later than shall the date Subscriber be identified as a statutory underwriter in the Registration Statement; provided, that if the definitive Proxy Statement has been filed with Subscriber is required to be so identified as a statutory underwriter in the SEC)Registration Statement, the Company Subscriber will prepare and file and have an opportunity to withdraw its Registrable Securities from the Registration Statement. 4.4 In the case of the registration effected by the Issuer pursuant to this Subscription Agreement, the Issuer shall, upon reasonable request, inform Subscriber as to the status of such registration. At its expense, the Issuer shall: 4.4.1 except for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to cause keep such registration, and any qualification, exemption, or compliance under state securities laws which the Issuer determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following: (i) Subscriber ceases to hold any Registrable Securities; (ii) the date all Registrable Securities held by Subscriber may be sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement for the Issuer to be declared effective in compliance with the current public information required under Rule 144(c)(1) (or otherwise become effective pursuant to Rule 144(i)(2), if applicable) and (iii) three years from the Securities Act date of the effectiveness of the Registration Statement; 4.4.2 advise Subscriber as expeditiously as reasonably possible (the “Registration Date”and not later than within three (3) Business Days):: (a) when a Registration Statement or any post-effective amendment thereto has become effective; (b) after it shall receive notice or obtain knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (c) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (d) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading. Notwithstanding anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any material, nonpublic information regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence of the events listed in (a) through (d) above may constitute material, nonpublic information regarding the Issuer; Subscriber hereby consents to receipt of any material, non-public information with respect to the occurrence of the events listed in (a) through (d) above; 4.4.3 use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable; 4.4.4 upon the occurrence of any event contemplated in Section 4.2.2(d), except for such times as the Issuer is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Issuer shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to an existing such Registration Statement in order or a supplement to provide for resales the related prospectus, or file any other required document, so that, as thereafter delivered to purchasers of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the Initial Registration Statement and shall statements therein, in the light of the circumstances under which they were made, not misleading; and 4.4.5 use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its commercially reasonable efforts to cause such all Shares to be listed on each securities exchange or market, if any, on which the Issuer’s Common Stock is then listed. 4.5 Notwithstanding anything to the contrary in this Subscription Agreement, if the Commission prevents the Issuer from including in the Registration Statement any or all of the Shares due to be declared effective or otherwise to become effective under limitations on the use of Rule 415 of the Securities Act and will use its reasonable efforts to keep for the resale of the Shares by the Subscriber, the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company register for resale such number of Shares which is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject equal to the provisions maximum number of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered Shares as is permitted by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto)Commission. Notwithstanding anything herein to the contrary, during In such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or partiesevent, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act promptly as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required being permitted to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to register additional Shares under Rule 415 under the Securities Act. The obligations , the Issuer shall use commercially reasonable efforts to amend the Registration Statement or file a new Registration Statement to register such Shares not included in the initial Registration Statement. 4.6 Notwithstanding anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the effectiveness of the Company Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof, if it determines that in order for the Registration Statement not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, (i) an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act, (ii) the negotiation or consummation of a transaction by Issuer or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event Issuer’s board of directors reasonably believes would require additional disclosure by Issuer in the Registration Statement of material information that Issuer has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of Issuer’s board of directors to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Issuer may not delay or suspend the Registration Statement on more than two (2) occasions or for more than forty-five (45) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12) month period. Upon receipt of any written notice from the Issuer of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that (a) it will immediately discontinue offers and sales of the Shares under the Registration Statement until Subscriber receives copies of a supplemental or amended prospectus (which the Issuer agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Issuer that it may resume such offers and sales, and (b) it will maintain the confidentiality of any information included in such written notice delivered by the Issuer as required by law. If so directed by the Issuer, Subscriber will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Shares in Subscriber’s possession; provided, however, that this Section 2(c) obligation to deliver or destroy all copies of the prospectus covering the Shares shall not impact apply (1) to the obligations extent Subscriber is required to retain a copy of the Company under Section 2(asuch prospectus (A) which shall continue in order to be comply with applicable legal, regulatory, self-regulatory, or professional requirements, or (B) in forceaccordance with a bona fide pre-existing document retention policy, or (2) to copies stored electronically on archival servers as a result of automatic data back-up.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the The Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act no later than the date that is three (3) months following the Closing Date (such date, the “Target Registration Date”), a Registration Statement (the “Initial Registration DateStatement”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act Act, which Registration Statement will (except to the “Initial extent the SEC objects in written comments upon the SEC’s review of such Registration Statement”). By ) include the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice Plan of issuanceDistribution. In addition, the Company will from time to time after the Initial Registration Statement has been declared effective use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities requested to be registered by the Silver Lake Group that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and and, subject to Section 5.02, will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, Article V shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSIWKSI (in which case, the Registration Statement may request registration of an unspecified amount of Registrable Securities to be sold by unspecified holders). (b) Subject to the provisions of Section 35.02 and further subject to the availability of a Registration Statement on Form S-3 (or any successor form thereto) to the Company pursuant to the Securities Act and the rules and interpretations of the SEC, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, Statement and (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqSecurities. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Target Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereofthereof and file and cause to become effective such amendments thereto as are necessary in order to keep such Registration Statement continuously available. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,00075,000,000 or the remaining Registrable Securities held by such holder of Registrable Securities. Any When the Company regains the ability to file a Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover on Form S-3 covering the Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this it shall as promptly as practicably do so in accordance with Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force5.01(a).

Registration Statement. (a) As soon as reasonably practicable after the date hereof (of this Agreement, SmartFinancial and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file with the SEC the Joint Proxy Statement/Prospectus and use reasonable efforts to cause to SmartFinancial will prepare and file with the SEC the Registration Statement (in which the Joint Proxy Statement/Prospectus will be declared effective or otherwise become effective pursuant to included as a prospectus), which in each case shall comply with all of the requirements of the Exchange Act and the Securities Act (and the “Registration Date”rules and regulations thereunder) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales applicable thereto. Each of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, SmartFinancial and the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously declared effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as practicable after the filing thereof. SmartFinancial shall also use reasonable best efforts to register or exempt from registration the SmartFinancial Common Stock to be issued to holders of Company Common Stock as Merger Consideration under the state securities or “blue sky” Laws of all applicable jurisdictions, and to keep the Registration Statement and such state securities Laws or “blue sky” registrations or exemptions current and in effect for so long as is necessary to consummate the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Entegra Parties and their shareholders as may be reasonably requested by SmartFinancial in connection with the same. SmartFinancial shall have primary responsibility for preparing and filing the Registration Statement, provided that SmartFinancial shall to the extent practicable afford the Company and its legal, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) the Registration Statement before it is filed with the SEC and (ii) all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before the same are filed with or submitted to the SEC. Each Party, to the extent permitted by Law, shall deliver to the other Parties copies of all material filings, correspondence, orders, and documents with, to, or from Governmental Entities, and shall promptly relay to the other Parties the substance of any material oral communications with, to, or from Governmental Entities, in each case pertaining or relating to the Registration Statement or any documents or materials related thereto. (b) The Parties shall cooperate in the preparation of the Registration Statement and the Joint Proxy Statement/Prospectus for the purpose of submitting this Agreement and the transactions contemplated hereby to the shareholders of the Company for approval and submitting the Stock Issuance Proposal to the shareholders of SmartFinancial approval. Each Party will as promptly as reasonably practicable after the date of this Agreement furnish all data and information relating to it and its Subsidiaries, and its and its Subsidiaries’ businesses, directors, officers, and shareholders, as the other Parties may reasonably request for the purpose of including such data and information in the Registration Statement and/or the Joint Proxy Statement/Prospectus. The Company expressly agrees to cooperate with SmartFinancial and its legal and accounting advisors in requesting and obtaining appropriate opinions, consents, and letters from its legal and financial advisor(s) and independent auditor(s), and in taking such other actions as may be reasonably requested by SmartFinancial , in connection with the Registration Statement or the Joint Proxy Statement/Prospectus. Without limiting the generality of the immediately preceding sentence, the Company shall cause Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, legal counsel to the Company, to issue and deliver to the Company, in connection with the filing thereofof the Registration Statement with the SEC, an opinion of counsel with respect to the material United States federal income tax consequences of the Mergers and the Entegra Special Dividend to holders of Company Common Stock. Each Party covenants and agrees that none of the information supplied or to be supplied by such written request must specify Party for inclusion or incorporation by reference in (i) the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed will, at the time the Registration Statement or continuous basis pursuant to Rule 415 any amendment or supplement thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Joint Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to shareholders of SmartFinancial or the Company or at the time of the SmartFinancial Meeting or the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, or (iii) any other document filed with any Governmental Entity in connection with the transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form or substance, in all material respects, with the provisions of applicable Law. The obligations Joint Proxy Statement/Prospectus will comply as to form and substance, in all material respects, with all applicable requirements of the Company under this Section 2(c) shall not impact Exchange Act and the obligations Securities Act and the rules and regulations thereunder, except that no representation or warranty is made by any Party with respect to statements made or incorporated by reference therein based on information supplied by any other Party or its Subsidiaries for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus. Each Party covenants and agrees that, in the event such Party becomes aware of any information furnished by it or any of its Subsidiaries that would cause any of the Company under Section 2(a) which shall continue statements in the Registration Statement or the Joint Proxy Statement/Prospectus, or any other document filed with any Governmental Entity in connection with the transactions contemplated by this Agreement, to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, such Party will promptly inform the other Parties thereof in forcewriting and take all necessary steps to correct the Registration Statement or Joint Proxy Statement/Prospectus, or other document, as applicable.

Registration Statement. (a) As soon as commercially practicable after (but in any event within ninety (90) days) following receipt of a written request from the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration DatePurchaser, the Company shall prepare and file a supplemental listing application with the Nasdaq SEC a shelf Registration Statement covering the resale of all Registrable Securities for an offering to list be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities covered by on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Initial Registration Statement Securities Act and the Exchange Act). (b) The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its commercially reasonable efforts to cause such the shelf Registration Statement to be declared effective or otherwise to become effective under by the Securities Act SEC as promptly as possible after the filing thereof, and will shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which that all Registrable Securities Shares covered by the such Registration Statement have been sold thereunder in accordance or can be sold publicly under Rule 144 (the “Effectiveness Period”). Notwithstanding the foregoing, if the SEC, by written or oral comment or otherwise, limits the Company’s ability to request effectiveness, or prohibits the effectiveness of, a Registration Statement with respect to any or all the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if pursuant to Rule 415, it shall not be a breach or default by the Company consolidates or merges with or into any Person in under this Agreement and shall not be deemed a transaction that constitutes a Make-Whole Fundamental Change and failure by the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaqto use commercially reasonable efforts. (c) From The Company shall notify the Purchaser in writing promptly (and in any event within two trading days) after receiving notification from the SEC that the Registration Statement has been declared effective. (d) Notwithstanding anything in this Agreement to the contrary, at any time after the date hereof initial Registration Statement is filed and declared effective pursuant to this Agreement, the Company may, by written notice to the Purchaser, suspend sales under a Registration Statement after the Effective Date thereof and/or require that the Purchaser immediately cease the sale of shares of Common Stock pursuant thereto and/or defer the filing of any subsequent Registration Statement if the Board of Directors determines in good faith, by appropriate resolutions, that, as a result of material undisclosed information or events with respect to the Company, it would be detrimental to the Company (other than as relating solely to the price of the Common Stock) to maintain a Registration Statement at such time. Upon receipt of such notice, the Purchaser shall immediately discontinue any sales of Registrable Securities pursuant to such registration until the Registration Termination DatePurchaser is advised in writing by the Company that the current Prospectus or amended Prospectus, as applicable, may be used. The total number of days that any such suspension may be in effect in any 180 day period shall not exceed 90 days. Immediately after the end of any suspension period under this Section 7.1(d), the Company shall use its reasonable efforts take all necessary actions (including filing any required supplemental prospectus) to maintain eligibility to be able to file and use a restore the effectiveness of the applicable Registration Statement on Form S-3 and the ability of the Purchaser to publicly resell its Registrable Securities pursuant to such effective Registration Statement. (e) The Company shall not be obligated to effect any such registration pursuant to this Section 7: (i) Prior to one (1) year anniversary of the date hereof; (ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or any successor form thereto). Notwithstanding anything herein compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iii) Subject to Section7.1(f) with respect to Piggyback Registration Rights, during the period starting with the date sixty (60) days prior to the contraryCompany’s good faith estimate of the date of filing of, during such period of time from and ending on a date one hundred eighty (180) days after the Registration Date effective date of, a Company-initiated registration; provided that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (iv) If (i) in the good faith judgment of the Board of Directors of the Company, the filing of a Registration Statement covering the Registrable Securities would be detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such Registration Statement at such time, and (ii) the Company shall furnish to the Purchaser a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company for such Registration Statement to be declared effective pursuant filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such Registration Statement, then (in addition to the Securities Act as soon as reasonably practicable limitations set forth above) the Company shall have the right to defer such filing for a period of not more than one hundred eighty (180) days after filing thereof. Each such written receipt of the request must specify of the amount and intended manner of disposition of such Registrable Securities; providedPurchaser, and, provided further, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) Company shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under defer its obligation in this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be manner more than once in forceany twelve-month period.

Registration Statement. (a) As soon as practicable Within sixty (60) days after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)Closing, the Company will TIGI shall prepare and file with the SEC a registration statement (the "Registration Statement") registering for resale the TIGI Shares being issued to the Stockholders pursuant to this Agreement, and shall use all commercially reasonable efforts to cause the Registration Statement to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”)as soon thereafter as practicable. By the Registration Date, the Company TIGI shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause keep such Registration Statement effective until the second anniversary of the Closing Date. TIGI and GSCI shall make all necessary filings with respect to be declared effective or otherwise to become effective the Agreement under the Securities Act and will the Exchange Act and the rules and regulations thereunder, under applicable Blue Sky or similar securities laws, rules and regulations and shall use its all reasonable efforts required approvals and clearances with respect thereto. In connection with such registration, (i) TIGI shall indemnify, defend and hold harmless the Stockholders, from and against any liability which they may suffer as a result of any misstatement of a material fact or any omission to keep state a material fact necessary to make the statements in such Registration Statement continuously effective under not misleading, except insofar as any such liability results from information furnished in writing by the Securities Act at all times until Stockholders to TIGI for use in such Registration Statement, and (ii) the Registration Termination Date. Any Stockholders shall indemnify, defend and hold harmless TIGI from against any liability which TIGI may suffer as a result of any misstatement of a material fact or any omission to state a material fact necessary to make the statements in such Registration Statement filed pursuant not misleading, but only insofar as any such liability results from information furnished in writing by the Stockholders to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to TIGI for use in such form and shall be an automatically effective Registration Statement if the Company is a WKSIStatement. (b) Subject Within sixty (60) days after Closing, TIGI shall prepare and file with the SEC a registration statement in connection with the Exchange Offer to be extended to the provisions minority shareholders of Section 3GSCI (the "Exchange Offer Registration Statement"), the Company will and shall use its all commercially reasonable efforts to keep cause the initial Exchange Offer Registration Statement (or any replacement Registration Statement) continuously to become effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which as soon thereafter as practicable. TIGI and GSCI shall make all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance necessary filings with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein respect to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) Agreement under the Securities Act covering and the Registrable Securities of Exchange Act and the requesting party rules and regulations thereunder, under applicable Blue Sky or partiessimilar securities laws, as applicable, rules and regulations and shall use all reasonable efforts to cause such required approvals and clearances with respect thereto. The Exchange Offer Registration Statement to may be declared effective pursuant to combined with the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this described in Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under 6.1(a), above, at the Securities Act. The obligations discretion of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceTIGI's counsel.

Registration Statement. (a) As soon as practicable Within 45 days after the date hereof Closing Date, Parent shall use commercially reasonable efforts to file a registration statement to register all of the Parent Common Stock issued as Stock Consideration (and in no event later than the date that "REGISTRATION SHARES") under the definitive Proxy Statement has been filed with Securities Act for resale (the SEC"REGISTRATION") on Form S-3 (the "REGISTRATION STATEMENT"), the Company will prepare and file and . Parent shall use commercially reasonable efforts to cause the Registration Statement to become effective and to remain effective for a period (the "REGISTRATION PERIOD") (i) ending on the first anniversary of the Closing Date; or (ii) in the event any shares of Parent Common Stock are distributed to the Shareholders out of the Stock Portion of General Holdback, ending on the first anniversary of the last date on which such shares are distributed. For a period of one year following the Registration Period, Parent shall file with the SEC all reports required to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 filed under the Securities Act Exchange Act. (the “Initial Registration Statement”). By the Registration Date, the Company shall b) Parent hereby agrees to prepare and file a supplemental listing application with the Nasdaq SEC such amendments and supplements to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to prospectus used in connection therewith as may be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts necessary to keep the Registration Statement continuously effective under for the Registration Period and to comply with the provisions of the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject with respect to the provisions disposition of Section 3, the Company will use its reasonable efforts to keep the initial all Registration Statement (or any replacement Shares covered by such Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until Nothing herein shall require Parent to cause the Registration Termination Date, the Company shall use its reasonable efforts Statement to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or remain effective for any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after following the Registration Date Period. Parent shall have the right to deregister with the SEC any Registration Shares that remain unsold at the Company ceases conclusion of the Registration Period. (d) Parent shall furnish to be eligible each stockholder selling shares of Parent Common Stock under the Registration Statement, a reasonable number of copies of the Registration Statement and the prospectus included therein as such Persons may reasonably request in order to facilitate the resale or other disposition of the Registration Shares covered by the Registration Statement. (e) Notwithstanding the foregoing, Parent shall also have the obligation to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act registration statement covering the Registrable Securities shares of Parent Common Stock issuable upon exercise of the requesting party or parties, Converted Options and to keep it effective for the time periods as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this set forth in Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force2.3.

Registration Statement. (a) As soon The Parent agrees to prepare pursuant to all applicable Laws a registration statement on Form S-4 (the “Registration Statement”) to be filed by the Parent with the SEC in connection with the issuance of Parent Common Stock in the Merger (including the prospectus that forms a part of the Registration Statement, the proxy statement for the Company Shareholders’ Meeting and related proxy solicitation materials (collectively, the “Proxy Statement”) and all related documents). The Parent agrees to file the Proxy Statement and the Registration Statement with the SEC as promptly as responsibly practicable after but in any event, not more than 30 days following the date hereof (hereof. The Parent shall cause the Registration Statement to comply as to form and substance in no event later than the date that the definitive Proxy Statement has been filed all material respects with the SECapplicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company will prepare Securities Act and file and the rules of NASDAQ. The Parent agrees to use all reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon promptly as reasonably practicable after filing thereof. The Parent also agrees to use all reasonable efforts to obtain, prior to the Effective Time of the Registration Statement, all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to furnish to the Parent all information concerning the Company, its officers, directors and shareholders as may be reasonably requested in connection with the foregoing. The Company shall use all reasonable best efforts to cause the Proxy Statement to be mailed to its shareholders at the earliest practicable date after the Registration Statement is declared effective. (b) Each such written request must specify of the amount Parent and intended manner of disposition of such Registrable Securities; providedthe Company agrees, as to itself and the Company Subsidiaries, that none of the minimum amount of such Registrable Securities shall information supplied or to be $75,000,000. Any supplied by it for inclusion or incorporation by reference in (i) the Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed will, at the time the Registration Statement and each amendment or continuous basis pursuant to Rule 415 supplement thereto, if any, becomes effective under the Securities Act. The obligations , contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Company shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or any statement that, in the light of the Company circumstances under this Section 2(c) shall which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not impact false or misleading or necessary to correct any statement in any earlier statement in the obligations Proxy Statement or any amendment or supplement thereto. Each of the Parent and the Company under Section 2(a) which further agrees that if it shall continue become aware prior to the Effective Time of any information furnished by it that would cause any of the statements in the Proxy Statement or Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take necessary steps to correct the Proxy Statement. (c) The Parent agrees to advise the Company, promptly after the Parent receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Parent Common Stock for offering or sale in forceany jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) As soon Parent agrees to prepare a registration statement on Form S-4 or other applicable form (as practicable after may be amended, the date hereof (and in no event later than the date that the definitive Proxy Statement has been “Registration Statement”) to be filed by Parent with the SEC), SEC in connection with the issuance of Parent Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act constituting a part thereof (the “Registration DateProxy Statement/Prospectus”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”and all related documents). By the Registration Date, the The Company shall prepare and file a supplemental listing application furnish such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the Nasdaq above-referenced documents based on its knowledge of and access to list the Registrable Securities covered by information required for said documents, and the Initial Company, and its legal, financial and accounting advisors, shall have the right to review in advance and reasonably approve such Registration Statement prior to its filing. The Company agrees to cooperate with Parent and Parent’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and shall the Proxy Statement/Prospectus. Provided that the Company has cooperated as described above, Parent agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement/Prospectus with the SEC as promptly as reasonably practicable. Each of the Company and Parent agrees to use its reasonable best efforts to have such Registrable Securities approved for listing on cause the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Parent also agrees to use its reasonable best efforts to obtain all necessary state securities law or otherwise “blue sky” permits and approvals required to become carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable SecuritiesAct, shall be on Form S-3 (or a successor form) if the Company is eligible shall promptly mail the Proxy Statement/Prospectus to use such form and shall be an automatically effective Registration Statement if the Company is a WKSIits shareholders. (b) Subject Parent agrees to advise the provisions Company, promptly after Parent receives notice thereof, of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by time when the Registration Statement have has become effective or any supplement or amendment has been sold thereunder filed, of the issuance of any stop order or the suspension of the qualification of Parent Common Stock for offering or sale in accordance with any jurisdiction, of the plan and method initiation or, to the extent Parent is aware thereof, threat of distribution disclosed in any proceeding for any such purpose, or of any request by the prospectus included in SEC for the amendment or supplement of the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates Statement or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaqadditional information. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.

Registration Statement. (a) As Toreador and ZaZa shall cooperate to prepare and shall use their reasonable best efforts to cause the Company to file with the SEC as soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy a Registration Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to on Form S-4 under the Securities Act (the “Registration DateStatement”) a ), and in any event, within 30 days of the date hereof, with respect to the shares of Company Common Stock issuable to the stockholders of Toreador pursuant to the Toreador Merger and issuable pursuant to the conversion of the 8.00%/7.00% Convertible Notes. A portion of the Registration Statement or post-effective amendment shall also serve as the joint proxy statement with respect to an existing Registration Statement the meeting of the stockholders of Toreador in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under connection with this Agreement and the Securities Act transactions contemplated hereby (the “Initial Registration Proxy Statement/Prospectus”). By The respective parties will cause the Proxy Statement/Prospectus and the Registration DateStatement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Company shall prepare Exchange Act and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement rules and regulations thereunder. Each of Toreador and ZaZa shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under by the Securities Act SEC as promptly as practicable and will use its reasonable efforts to keep the Registration Statement continuously effective under as long as is necessary to consummate the Securities Act at all times until Combination and the transactions contemplated hereby. Toreador and ZaZa shall use their reasonable best efforts to cause the Company to obtain, prior to the effective date of the Registration Termination Date. Any Registration Statement filed pursuant Statement, all necessary state or foreign securities law or “blue sky” permits or approvals required to carry out the transactions contemplated by this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form Agreement and shall be an automatically effective Registration Statement if the Company is a WKSIwill pay all expenses incident thereto. (b) Subject Toreador shall cause the Proxy Statement/Prospectus to the provisions of Section 3, the Company will use be mailed to its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by stockholders as promptly as practicable after the Registration Statement have been sold thereunder is declared effective by the SEC and in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaqevent within 15 days thereafter. (c) From Each of Toreador and after ZaZa agree that the date hereof until information provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the meeting of stockholders of Toreador, or, in the case of information provided by it for inclusion in the Registration Termination DateStatement or any amendment or supplement thereto, at the Company shall use its reasonable efforts time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to maintain eligibility state a material fact required to be able stated therein or necessary to file make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Each of Toreador and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein ZaZa further agrees that if it shall become aware, prior to the contrarytime of Toreador’s stockholders’ meeting, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or information that would cause any successor form) under the Securities Act covering the Registrable Securities of the requesting party statements in the Proxy Statement/Prospectus or parties, as applicable, and use reasonable efforts to cause such in the Registration Statement to be declared effective pursuant false or misleading with respect to any material fact, or to omit to state any material fact necessary in order to make the Securities Act statements made therein not false or misleading, to promptly inform the other party thereof and to take the necessary steps to correct the Proxy Statement/Prospectus. (e) Toreador and ZaZa will advise the Company and each other, promptly after Toreador or ZaZa, as soon as reasonably practicable after filing the case may be, receives notice thereof. Each such written request must specify , of the amount and intended manner of disposition of such Registrable Securities; provided, that time when the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed has become effective or continuous basis pursuant to Rule 415 under any supplement or amendment has been filed, of the Securities Act. The obligations issuance of any stop order or the suspension of the qualification of the Company under this Section 2(c) shall not impact the obligations Common Stock for offering or sale in any jurisdiction, of the Company under Section 2(ainitiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (f) which shall continue Toreador and ZaZa will promptly provide each other copies of all written correspondence received from the SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by this Agreement. Toreador and ZaZa will promptly provide each other with drafts of all correspondence intended to be sent to the SEC in forceconnection with the transactions contemplated by this Agreement and allow each such party the reasonable opportunity to comment thereon prior to delivery to the SEC.

Registration Statement. (a) As soon as reasonably practicable after the date hereof (and in no event later than issuance of the date that Notes, if requested by Purchaser following the definitive Proxy Statement has been filed with the SEC)Closing Date, the Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act as promptly as reasonably practicable (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (subject to the “Initial availability of a Registration Statement on Form S-3 or any successor form thereto), which Registration Statement will (except to the extent the SEC objects in written comments upon the SEC’s review of such Registration Statement”). By ) include the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice Plan of issuanceDistribution. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 Article V shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 35.02, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqNYSE. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000200,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c5.01(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c5.01(c) shall not impact the obligations of the Company under Section 2(a5.01(a) which shall continue to be in force.

Registration Statement. (a) As soon as practicable after the date hereof (and in but no event later than 15 Business Days following the date that the definitive Proxy Statement has been filed with the SEC)Closing Date, the Company will Pubco shall prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to with the SEC a shelf registration statement under Rule 415 of the Securities Act (the such registration statement, a “Shelf Registration DateStatement”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales 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 and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (i) the 90th calendar day (or the 120th calendar day if the SEC notifies Pubco that it will “review” the Shelf Registration Statement) following the Closing Date and (ii) the 10th Business Day after the date Pubco is notified (orally or in writing, whichever is earlier) by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to Rule 415 under any method or combination of methods legally available to, and requested by, any Holder named therein. Pubco shall maintain the Securities Act (Shelf Registration Statement in accordance with the “Initial Registration Statement”). By the Registration Dateterms hereof, the Company and shall prepare and file a supplemental listing application with the Nasdaq SEC such amendments, including post-effective amendments, and supplements as may be necessary to list the keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities covered by included therein and in compliance with the Initial provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event Pubco files a Shelf Registration Statement and on Form F-1, Pubco shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use commercially reasonable efforts to file convert such additional Shelf Registration Statements Statement to cover resales of a Shelf Registration Statement on Form F-3 as soon as practicable after Pubco is eligible to use Form F-3. In the event that any Holder holds Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant basis, Pubco, upon request of a Holder, shall promptly use its commercially reasonable efforts to Rule 415 under cause the resale of such Registrable Securities Act. The obligations to be covered by a Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf Registration Statement shall be subject to the terms hereof; provided, however, that Pubco shall only be required to cause such Registrable Securities to be so covered once annually after inquiry of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceHolders.

Registration Statement. (a) As soon as practicable after the date hereof (Timing of Filing, Effectiveness and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales Period of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Usability Subject to the provisions of Section 34 hereof, the Company will use its reasonable efforts to keep shall, as soon as possible after the initial Registration Statement (or any replacement Registration Statement) continuously effective until Closing Date, but not later than 90 days following the earlier of (such earlier dateClosing Date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance prepare and file with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use SEC a Registration Statement on Form S-3 (or any successor other form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to registration statement on which it may file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) for registration under the Securities Act covering the Registrable Securities Act) registering resales of the requesting party Common Shares and Conversion Shares by the Holders from time to time through the automated quotation system of the Nasdaq Small Cap Market or parties, the facilities of any national securities exchange or the Nasdaq National Market if the Common Stock is then listed or quoted thereon or in privately-negotiated transactions. The Registration Statement shall register (i) all of the Common Shares and Conversion Shares and (ii) such number of additional shares of Common Stock as applicable, and may become issuable as Common Shares or Conversion Shares as a result of the anti-dilution provisions of the Promissory Notes. The Company will use reasonable its best efforts to cause such the initial Registration Statement to be declared effective pursuant to by the Securities Act SEC as soon as reasonably practicable possible after filing thereofthe Closing Date. Each The Company hereby agrees that it shall (i) prepare and file such written request must specify post-amendments to the amount initial Registration Statement and/or such additional Registration Statements as may be necessary to ensure that at all times there shall be registered with the SEC for resale by the Holders from time to time as provided in this Section 3 sufficient shares of Common Stock to account for all Common Shares and intended manner Conversion Shares which become issuable from time to time with respect to the Offered Securities (as a result of disposition changes in the Conversion Price), and (ii) cause such post-effective amendments to the initial Registration Statement and/or such additional Registration Statements to be declared effective by the SEC prior to the issuance of any shares of Common Stock covered thereby. If the Registration Statement has not been filed with the SEC within 90 days following the Closing Date and/or is not effective within 120 days following the Closing Date, the Company will have the obligation to pay to the Purchaser penalty payments consisting of (1) $.02 per Common Share and Conversion Share held per month, plus (2) two percent (2%) per month of the unpaid balance, if any, including accrued but unpaid interest, on the Promissory Notes. The first penalty payment shall be payable on the earlier to occur of the 120th calendar day following the Closing Date or the date the Registration Statement is declared effective. Subsequent penalty payments shall be payable each 30-days thereafter, except if the Registration Statement shall be declared effective prior thereto in which case the subsequent penalty payment shall be made concurrently with such effectiveness. The penalty payment shall accrue and be prorated for partial months, assuming a 360-day year of twelve 30-day months. The Company agrees to use diligent efforts to cause the Registration Statement to be declared effective as soon as possible and to keep the Registration Statement(s) continuously effective and usable for resale of Registrable Securities until one year (the "Effectiveness Period") from the Closing Date or such shorter period which will terminate when all Common Shares and Conversion Shares have ceased to be Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.

Registration Statement. (a) As soon promptly as practicable after the date hereof (possible, and in no any event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective on or otherwise become effective pursuant prior to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Filing Date, the Company shall prepare and file a supplemental listing application with the Nasdaq SEC a Registration Statement covering the resale of all Registrable Securities for an offering to list be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities covered on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the Exchange Act) and shall contain (except if otherwise directed by the Initial Investors owning a majority of the Registrable Securities outstanding at the time or requested by the SEC) the “Plan of Distribution” in substantially the form attached hereto as Exhibit D. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the holders of a majority of the Registrable Securities and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement and 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 or the Company is no longer obligated to maintain a registration statement for the Registrable Securities pursuant to the terms hereof. (b) The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on cause the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise by the SEC as promptly as possible after the filing thereof, but in any event prior to become effective under the Securities Act Required Effectiveness Date, and will shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which that all Registrable Securities Common Shares and Warrant Shares covered by the such Registration Statement have been sold thereunder in accordance with or can be sold publicly under Rule 144(k) (the plan “Effectiveness Period”); provided that, upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and method comments, the Company shall request acceleration of distribution disclosed in such Registration Statement within five (5) Trading Days after receipt of such notice and request that it becomes effective on 4:00 p.m. Eastern time on the date that is no more than two Trading Days following such fifth Trading Day and file a prospectus included in the supplement for any Registration Statement, whether or not required under Rule 424 (ii) there otherwise cease to be any Registrable Securities and (iii) if or otherwise), by 9:00 a.m. Eastern time the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and day after the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqEffective Date. (c) From Should an Event (as defined below) occur, then upon the occurrence of such Event, and on every monthly anniversary thereof until the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as liquidated damages and not as a penalty, equal to one and a half percent (1.5%) of (i) the number of Common Shares held by such Investor as of the date of such Event, multiplied by (ii) the purchase price paid by such Investor for such Common Shares then held; provided, however, that the total amount of payments pursuant to this Section 6.1(d) shall not exceed, when aggregated with all such payments paid to all Investors, ten percent (10%) of the gross proceeds received by the Company from all Investors. Any payment to which an Investor shall be entitled pursuant to this Section 6.1(d) are referred to herein as an “Event Payment.” Any Event Payment payable pursuant to the terms hereof shall apply on a pro rated basis for any portion of a month prior to the cure of an Event. In the event the Company fails to make Event Payments in a timely manner, such Event Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. All pro rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro rated month. For the purposes of clarity, at no such time shall the percentage of Event Payments accruing exceed 1.5%, regardless of the number of Events that have occurred and are then occurring. For such purposes, each of the following shall constitute an “Event”: (i) the Registration Statement is not filed on or prior to the Filing Date or is not declared effective on or prior to the Required Effectiveness Date; (ii) except as provided for in Section 6.1(e) (the “Excluded Events”), after the Effective Date, an Investor is not permitted to sell Registrable Securities under the Registration Statement (or a subsequent Registration Statement filed in replacement thereof) for any reason (other than the fault of such Investor) for five or more consecutive Trading Days during the Effectiveness Period; or (iii) except as a result of the Excluded Events, the Common Stock is not listed or quoted, or is suspended from trading, on an Eligible Market for a period of three consecutive Trading Days during the Effectiveness Period. (d) The Company may, by written notice to the Investors, suspend sales under a Registration Statement after the Effective Date thereof and/or require that the Investors immediately cease the sale of shares of Common Stock pursuant thereto and/or defer the filing of any subsequent Registration Statement upon the occurrence or existence of any pending corporate development that, in the good faith determination of the Board of Directors of the Company, makes it appropriate to suspend the availability of the Registration Statement. Upon receipt of such notice, each Investor shall immediately discontinue any sales of Registrable Securities pursuant to such registration until such Investor is advised in writing by the Company that the current Prospectus or amended Prospectus, as applicable, may be used. In no event, however, shall this right be exercised to suspend sales beyond the period during which (in the good faith determination of the Company’s Board of Directors) the failure to require such suspension would be appropriate. The Company’s rights under this Section 6(e) may be exercised for a period of no more than 20 Trading Days at a time and not more than three times in any twelve-month period, without such suspension being considered as part of an Event Payment determination. Immediately after the end of any suspension period under this Section 6(e), the Company shall take all necessary actions (including filing any required supplemental prospectus) to restore the effectiveness of the applicable Registration Statement and the ability of the Investors to publicly resell their Registrable Securities pursuant to such effective Registration Statement. (e) The Company shall not, from the date hereof until the Registration Termination Effective Date, prepare and file with the Company shall use SEC a registration statement relating to an offering for its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (own account or any successor form thereto). Notwithstanding anything herein to the contrary, during such period account of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) others under the Securities Act covering the Registrable Securities of the requesting party any of its equity securities, other than any registration statement or parties, as applicable, and use reasonable efforts post-effective amendment to cause such Registration Statement to be declared effective pursuant a registration statement (or supplement thereto) relating to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered Company’s employee benefit plans registered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceForm S-8.

Registration Statement. (a) As soon as reasonably practicable after the date hereof (and in no event later than issuance of the date that the definitive Proxy Statement has been filed with the SEC)Notes, the Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act in each case no later than the last day of the Lock-Up Period (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of all Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (subject to the “Initial availability of a Registration Statement on Form S-3 or any successor form thereto), which Registration Statement will (except to the extent the SEC objects in written comments upon the SEC’s review of such Registration Statement”). By ) include the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice Plan of issuanceDistribution. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 Article V shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 35.02, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqNYSE. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000150,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c5.01(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c5.01(c) shall not impact the obligations of the Company under Section 2(a5.01(a) which shall continue to be in force.

Registration Statement. (a) As soon as practicable At any time after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective delivery of Common Shares pursuant to the Securities Act (the “Registration Date”Section 2(a) hereof, within 30 days of delivery of a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Datewritten request by Greybrook, the Company shall prepare and file a supplemental listing application with the Nasdaq U.S. Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) covering the resale of all Common Shares issued to list Greybrook in payment of the Advisory Fee (the “Registrable Securities”) for an offering to be made on a continuous basis pursuant to Rule 415, promulgated by the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register the Registrable Securities covered for resale on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that allows the Company to incorporate by reference its periodic filings required under the Initial Registration Statement and Exchange Act). The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its commercially reasonable efforts to cause such the Registration Statement to be declared effective or otherwise to become effective under by the Securities Act SEC as promptly as possible after the filing thereof and will shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until (including, without limitation, by preparing and filing with the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (SEC any necessary or a successor formadvisable post-effective amendments) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (iA) the date on which that all of the Registrable Securities covered by the Registration Statement have been sold thereunder or otherwise disposed of by Greybrook to a non-affiliate of Greybrook and (B) the date that is 180 days after the effective date of the Registration Statement (subject to extension for each day that the distribution of Registrable Securities covered by the Registration Statement has been suspended in accordance with herewith); provided that, upon notification by the plan and method of distribution disclosed in the prospectus included in SEC that the Registration Statement, (ii) there otherwise cease Statement will not be reviewed or is no longer subject to be any Registrable Securities further review and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Datecomments, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a request acceleration of the Registration Statement on Form S-3 (within five trading days following receipt of such notice. For greater certainty, the Registrable Securities shall include any securities issued or issuable upon any successor form thereto). Notwithstanding anything herein stock split, dividend or other distribution, recapitalization or similar event with respect to the contrary, during such period Common Shares issued to Greybrook in payment of time from the Advisory Fee. In connection with the offer and after sale of the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company parties hereto shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under comply, in all material respects, with the provisions of the Securities Act covering and the Registrable Securities Exchange Act, and all applicable rules and regulations of the requesting party or parties, as applicableSEC promulgated thereunder, and use reasonable efforts Greybrook agrees to cause provide all such Registration Statement to be declared effective pursuant to the Securities Act information and materials and take all such actions as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not may be required in order to cover Registrable Securities permit the Company to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations comply therewith and obtain any desired acceleration of the Company under this Section 2(c) shall not impact the obligations effective date of the Company under Section 2(a) which shall continue to be in forceRegistration Statement.

Registration Statement. (a) As soon as practicable after the date hereof (Timing of Filing Effectiveness and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales Period of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) -------------------------------------------------------------------- Usability --------- Subject to (i) the provisions of Section 34 hereof and (ii) the Common Stock of the Company being publicly traded at the time of the request set forth below, the Company will use its reasonable efforts to keep shall, upon the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier request of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance Purchaser prepare and file with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use SEC a Registration Statement on Form S-3 (or any successor other form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to registration statement on which it may file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) for registration under the Securities Act covering the Registrable Securities Act) registering resales of the requesting party Common Shares by the Holders from time to time through the automated quotation system of the Nasdaq Small Cap Market or parties, the facilities of any national securities exchange or the Nasdaq National Market if the Common Stock is then listed or quoted thereon or in privately-negotiated transactions. The Registration Statement shall register (i) all of the Common Shares and (ii) such number of additional shares of Common Stock as applicable, and may become issuable as Common Shares as a result of the anti-dilution provisions of the Common Shares. The Company will use commercially reasonable efforts to cause such the initial Registration Statement to be declared effective pursuant to by the Securities Act SEC as soon as reasonably practicable possible after the filing thereof. Each The Company hereby agrees that it shall (i) prepare and file such written request must specify post-amendments to the amount initial Registration Statement and/or such additional Registration Statements as may be necessary to ensure that at all times there shall be registered with the SEC for resale by the Holders from time to time as provided in this Section 3 sufficient shares of Common Stock to account for all Common Shares which become issuable from time to time with respect to the Common Shares (as a result of anti-dilution provisions), and intended manner (ii) cause such post-effective amendments to the initial Registration Statement and/or such additional Registration Statements to be declared effective as soon as possible after the filing thereof. The Company agrees to use diligent efforts to keep the Registration Statement(s) continuously effective and usable for resale of disposition of Registrable Securities until two years (the "Effectiveness Period") from the Closing Date or such shorter period which will terminate when all Common Shares have ceased to be Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.

Registration Statement. (ai) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will Acquiror shall use commercially reasonable efforts to prepare and file with the SEC as promptly as practicable following the Determination Date a Registration Statement covering the resale of all Conversion Shares. The Registration Statement shall be on Form S-3 (except if Acquiror is not then eligible to register for resale the Conversion Shares on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the Exchange Act) and shall contain a “Plan of Distribution” in customary form as agreed by the parties. (ii) Acquiror shall use its commercially reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise by the SEC as promptly as possible after the filing thereof, and, subject to become effective under the Securities Act and will Section 29(a)(v), shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which that all Registrable Securities Conversion Shares covered by the such Registration Statement have been sold, and (ii) the date that all OP Units have been exchanged for Common Shares, and such Common Shares can be sold thereunder in accordance with under Rule 144 without limitation as to volume (the plan “Effectiveness Period”); provided that, upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and method comments, Acquiror shall request acceleration of distribution disclosed in such Registration Statement within three (3) Trading Days after receipt of such notice and request that it become effective on 4:00 p.m. New York City Time on the Registration Effective Date and file a prospectus included in the supplement for any Registration Statement, whether or not required under Rule 424 (ii) there otherwise cease to be any Registrable Securities and or otherwise), by 9:00 a.m. New York City Time the day after the Registration Effective Date. (iii) if Acquiror shall promptly notify the Company consolidates or merges with or into any Person Admitted Partners in a transaction writing after receiving notification from the SEC that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqRegistration Statement has been declared effective. (civ) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein in this Agreement to the contrary, during such period of time from Acquiror may, by written notice to the Admitted Partners, suspend sales under a Registration Statement (and related Prospectus) after the Registration Effective Date thereof and/or require that the Company ceases Admitted Partners immediately cease the sale of Common Shares pursuant thereto and/or defer the filing of any subsequent Registration Statement in the event Acquiror’s Board of Directors determines in good faith, by appropriate resolutions, that such suspension is necessary to (A) delay the disclosure of material non-public information concerning Acquiror, the disclosure of which at the time is not in the best interests of Acquiror, or (B) amend or supplement the affected Registration Statement and/or related Prospectus so that such Registration Statement and/or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be eligible stated therein or necessary to file make the statements therein, in light of the circumstances under which they were made, not misleading, or use a otherwise required to be made in order for the affected Registration Statement on Form S-3 (or any successor form thereto), upon and/or Prospectus to comply with the written request rules and regulations of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) SEC under the Securities Act covering and Exchange Act. Upon receipt of such notice, each Admitted Partner shall immediately discontinue any sales of Conversion Shares pursuant to such Registration Statement (and related Prospectus) until such Admitted Partner is advised in writing by Acquiror that the Registrable Securities of the requesting party current Prospectus or partiesamended Prospectus, as applicable, and use reasonable efforts may be used. In no event, however, shall this right be exercised to cause suspend sales beyond the period during which (in the good faith determination of Acquiror’s Board of Directors) such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereofsuspension is necessary. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company Acquiror’s rights under this Section 2(c29(a)(iv) may be exercised for no more than thirty (30) consecutive days and sixty (60) days in the aggregate in any twelve (12) month period, without such suspension being considered as part of an Event determination. Immediately after the end of any suspension period under this Section 29(a)(iv), Acquiror shall not impact take all necessary actions (including filing any required supplemental Prospectus) to restore the obligations effectiveness of the Company under Section 2(aapplicable Registration Statement and the ability of the Admitted Partners to publicly resell their Conversion Shares pursuant to such effective Registration Statement (and related Prospectus) which shall continue to be during the Effectiveness Period. (v) Neither Acquiror nor any of its security holders (other than the Admitted Partners in forcesuch capacity pursuant hereto) may include securities of Acquiror in the Registration Statement other than the Conversion Shares.

Registration Statement. (a) As soon as practicable after Unless the date hereof (Company has an effective registration statement in place covering the sale or distribution from time to time of all of the Registrable Securities, subject to the other applicable provisions of this Agreement, the Company shall use its reasonable best efforts to prepare and in file by no event later than the date that earlier of (i) five (5) calendar days following the definitive Proxy Statement has been filed timely filing with the SECSEC of the Company’s Annual Report on Form 20-F for the fiscal year ending December 31, 2024 and (ii) May 20, 2025 (the “Filing Deadline”), a registration statement covering the sale or distribution from time to time by the Holders, pursuant to Rule 415 under the Securities Act, of all of the Registrable Securities on Form F-3ASR (except, if the Company is not then eligible to register for resale the Registrable Securities on Form F-3ASR, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders) (the “Resale Shelf Registration Statement”). If the Resale Shelf Registration Statement is not filed on Form F-3ASR, the Company will prepare and file and shall use its reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective or otherwise by the SEC as promptly as is reasonably practicable after the filing thereof and in any event no later than (i) three (3) calendar days after the SEC advises the Company that it will not review such Resale Shelf Registration Statement, and (ii) seventy-five (75) calendar days from the Filing Deadline if the SEC advises the Company that it will review such Resale Shelf Registration Statement. The Company shall immediately notify the Investor via e-mail of the effectiveness of a Resale Shelf Registration Statement on the same trading day that the Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of such Resale Shelf Registration Statement. (b) Once declared effective, the Company shall, subject to the other applicable provisions of this Agreement, use its reasonable best efforts to cause the Resale Shelf Registration Statement to be continuously effective and usable until such time as there are no longer any Registrable Securities (the “Effectiveness Period”). (c) If any Shelf Registration Statement ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall promptly notify the Investor via e-mail of such occurrences and shall use its reasonable best efforts to cause such Shelf Registration Statement to again become effective pursuant to under the Securities Act (including obtaining the “prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Date”) Statement), and shall use its reasonable best efforts to amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or post-effective amendment to file an existing additional registration statement, in each case, as soon as reasonably practicable (a “Subsequent Shelf Registration Statement in order to provide Statement”) for resales of Registrable Securities an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the Holders thereof of all securities that are Registrable Securities as of the time of such filing. If a Subsequent Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as soon as reasonably practicable following the filing thereof and (ii) keep such Subsequent Shelf Registration Statement continuously effective and usable until the end of the Effectiveness Period. Any such Subsequent Shelf Registration Statement shall be a registration statement on Form F-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders; (d) If a Person entitled to the benefits of this Agreement becomes a Holder after a Shelf Registration Statement becomes effective under the Securities Act, the Company shall, following delivery of written notice to the Company of such Person becoming a Holder and requesting for its name to be included as a selling securityholder in the prospectus related to the Shelf Registration Statement (a “Initial Subsequent Holder Notice”), if required and permitted by applicable Law, file with the SEC a supplement to the related prospectus or a post-effective amendment to the Shelf Registration Statement so that such Holder is named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver a prospectus to purchasers of the Registrable Securities in accordance with applicable Law; provided, however, that the Company shall not be required to file more than one post-effective amendment or a supplement to the related prospectus for such purpose in any 60-day period; (e) In the event the number of shares available under the Resale Shelf Registration Statement at any time is insufficient to cover the Registrable Securities, the Company shall, to the extent necessary and permissible, amend the Resale Shelf Registration Statement or file a new registration statement (together with any prospectuses or prospectus supplements thereunder, a “New Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq so as to list the cover all of such Registrable Securities covered by as soon as reasonably practicable, but in any event not later than ten (10) Business Days after the Initial necessity therefor arises (the “New Registration Statement and Filing Date”). The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on amendment and/or New Registration Statement become effective as soon as reasonably practicable following the Nasdaqfiling thereof but no later than (i) the fifth Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the New Registration Statement will not be “reviewed” or will not be subject only to official notice further review and (ii) the 75th calendar day following the initial filing date of issuancethe New Registration Statement if the SEC notifies the Company that it will “review” the New Registration Statement (the earlier of such dates, the “New Registration Effectiveness Deadline”). In additionThe provisions of Section 2.1(a) and (b) shall apply to the New Registration Statement, except as modified hereby. (f) If the Resale Shelf Registration Statement has not been filed by the Filing Deadline following a grace period of thirty (30) calendar days thereafter, the Company will from time make pro rata payments to time use reasonable efforts each Investor then holding Registrable Securities, as liquidated damages and not as a penalty, in an amount equal to file 0.5% of the aggregate amount paid pursuant to the Purchase Agreement by such additional Registration Statements to cover resales of any Investor for such Registrable Securities that are not registered then held by such Investor for resale pursuant to a each 30-day period or pro rata for any portion thereof during which the Initial Registration Statement and will use its reasonable efforts to cause failure continues (the “Failure Period”). Such payments shall constitute the Investors’ exclusive monetary remedy for such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Dateevents. Any Registration Statement filed The amounts payable as liquidated damages pursuant to this Section 2 shall cover only Registrable Securities, paragraph shall be paid in cash no later than five (5) Business Days after each such 30-day period following the commencement of the Failure Period until the termination of the Failure Period (the “Failure Period Payment Date”). Interest shall accrue at the rate of 0.5% per month on Form S-3 any such liquidated damages payments that shall not be paid by the Failure Period Payment Date until such amount is paid in full. Notwithstanding the above, in no event shall the aggregate amount of liquidated damages (or a successor forminterest thereon) if the Company is eligible paid under this Agreement to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3any Investor exceed, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in aggregate, 5.0% of the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if aggregate purchase price of the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and Subject Shares purchased by such Investor under the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto)Purchase Agreement. Notwithstanding anything herein in this Section 2.1(f) to the contrary, during such period of time from and after the Registration Date any periods that the Company ceases is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities because any Investor fails to furnish information required to be eligible provided pursuant to file or use a Section (a) within three (3) Business Days of the Company’s request, any liquidated damages that would otherwise accrue as to such Investor only shall be tolled until such information is delivered to the Company. (g) The Company shall not name the Investor as an “underwriter” in any Shelf Registration Statement on Form S-3 without the prior written consent of the Investor (or any successor form thereto)provided that, upon in the written request of any holder or holders of Registrable Securitiesevent the Investor withholds such consent, the Company shall use its reasonable efforts have no obligation hereunder to file a include any Registrable Securities of the Investor in any Shelf Registration Statement covering the resale thereof until such time as the SEC no longer requires the Investor to be named as an “underwriter” in such Shelf Registration Statement or the Investor otherwise consents in writing to being so named). (h) In the event that Form F-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall undertake to register the Registrable Securities on Form S-1 (F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Resale Shelf Registration Statement, Subsequent Shelf Registration Statement or any successor form) under the Securities Act New Registration Statement, as applicable, then in effect until such time as a Resale Shelf Registration Statement, Subsequent Shelf Registration Statement or New Registration Statement, as applicable, on Form F-3 covering the Registrable Securities of has been declared effective by the requesting party or parties, as applicable, and use reasonable efforts to cause such SEC. (i) Upon notification by the SEC that any Shelf Registration Statement to be has been declared effective pursuant to by the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify SEC, within one (1) Business Day thereafter, the amount and intended manner Company shall file the final prospectus under Rule 424 of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company DRHI shall prepare and file a supplemental listing application with the Nasdaq SEC and any other applicable regulatory bodies, as soon as reasonably practicable, a Registration Statement on Form S-4 with respect to list the Registrable shares of the DRHI Common Stock to be issued in the Merger (together with any amendments or supplements thereto, the "Registration Statement"), and will otherwise proceed promptly to satisfy the requirements of the Securities covered Act, including Rule 145 thereunder. Such Registration Statement shall contain a joint proxy statement of DRHI and of the Company prepared by DRHI and the Company containing the information required by the Initial Registration Statement and Exchange Act (together with any amendments or supplements thereto, the "Proxy Statement"). DRHI shall use its reasonable best efforts to have such Registrable Securities approved for listing on cause the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective and to maintain such effectiveness until all of the shares of the DRHI Common Stock covered thereby have been distributed. DRHI shall promptly amend or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep supplement the Registration Statement continuously effective to the extent necessary in order to make the statements therein not misleading or to correct any statements which have become false or misleading. The Company and DRHI shall use their reasonable best efforts to have the Proxy Statement approved by the SEC under the Securities Act at all times until provisions of the Registration Termination DateExchange Act. Any Registration Statement filed The Company and its counsel shall be given a reasonable opportunity to review and comment on the filings made pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if 6.3. prior to their filing with the Company is eligible to use such form SEC and shall be an automatically effective Registration Statement if provided with any comments DRHI and its counsel may receive from the Company is a WKSISEC or its staff with respect to such filings promptly after receipt of such comments. (b) Subject The information specifically designated as being supplied by the Company for inclusion or incorporation by reference in the Registration Statement shall not, at the time the Registration Statement is declared effective or at the time the Proxy Statement is first mailed to holders of the Company Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information specifically designated as being supplied by the Company for inclusion or incorporation by reference in the Proxy Statement shall not, at the date the Proxy Statement is first mailed to holders of the Company Common Stock and the DRHI Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the provisions of Section 3Effective Time, any event or circumstance relating to the Company, or its officers or directors, should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company shall promptly inform DRHI. All documents, if any, that the Company is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) The information specifically designated as being supplied by DRHI for inclusion or incorporation by reference in the Registration Statement shall not, at the time 37 the Registration Statement is declared effective or at the time the Proxy Statement is first mailed to holders of the Company Common Stock and the DRHI Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information specifically designated as being supplied by DRHI for inclusion or incorporation by reference in the Proxy Statement shall not, at the date the Proxy Statement is first mailed to holders of the Company Common Stock and the DRHI Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstance under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to DRHI or its officers or directors should be discovered by DRHI which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, DRHI shall promptly inform the Company and shall promptly file such amendment to the Registration Statement. All documents that DRHI or the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) Prior to the Closing Date, DRHI shall use its reasonable best efforts to keep cause the initial Registration Statement shares of the DRHI Common Stock to be issued pursuant to the Merger to be registered or qualified under all applicable Blue Sky Laws of each of the states and territories of the United States, and to take any other actions which may be necessary to enable the DRHI Common Stock to be issued pursuant to the Merger to be distributed in each such jurisdiction. (or any replacement Registration Statemente) continuously effective until Prior to the earlier of (such earlier dateClosing Date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance DRHI shall file a subsequent listing application with the plan NYSE relating to the shares of the DRHI Common Stock to be issued in connection with the Merger, and method shall use reasonable best efforts to cause such shares of distribution disclosed in the prospectus included DRHI Common Stock to be listed, upon official notice of issuance, prior to the Closing Date. (f) The Company shall furnish all information to DRHI with respect to the Company and the Company Subsidiaries as DRHI may reasonably request for inclusion in the Registration Statement, (ii) there the Proxy Statement and shall otherwise cease to be any Registrable Securities cooperate with DRHI in the preparation and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities filing of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaqsuch documents. (cg) From and after the date hereof until the Registration Termination Date, the The Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use all reasonable efforts to cause such Arthur Andersen LLP to del▇▇▇▇ ▇ l▇▇▇▇▇ ▇▇ted not more than five days prior to the date on which the Registration Statement shall become effective (and updated to be declared effective pursuant a date no more than five days prior to the Securities Act as soon as Closing Date) and addressed to itself and DRHI and their respective Boards of Directors in form and substance reasonably practicable after filing thereof. Each such written request must specify satisfactory to DRHI and customary in scope and substance for agreed-upon procedures letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required and the Proxy Statement. 38 (h) DRHI shall use all reasonable efforts to be filed pursuant cause Ernst & Young LLP to this Section 2(cdeliver a letter dated not more than five days prior to the date on which the Registration Statement shall become effective (and updated to a date no more than five days prior to the Closing Date) shall not be required and addressed to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of itself and the Company under this Section 2(c) shall not impact the obligations and their respective Boards of Directors in form and substance reasonably satisfactory to the Company under Section 2(a) which shall continue and customary in scope and substance for agreed-upon procedures letters delivered by independent public accountants in connection with registration statements and proxy statements similar to be in forcethe Registration Statement and the Proxy Statement.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company Shelf Registration. Parent will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to file and have such Registrable declared effective as promptly as practicable following the Release Date a registration statement (a "Shelf Registration") under the Securities approved Act, on an appropriate form, for listing on the Nasdaq, resale of the shares of Parent Class A Common Stock issued to the Stockholder in the Exchange and not subject only to official notice of issuancea Lock-Up Letter. In addition, the Company will from time connection therewith Parent agrees to time use its reasonable best efforts to file make such additional other filings as are necessary for sales under such Shelf Registration Statements to cover resales be made in accordance with any state securities or "blue sky" laws, provided, however, that Parent shall not be required to consent to service of process in any jurisdiction in which it is not now subject in connection therewith. Such registration statement shall include all shares of Parent Class A Common Stock issued to the Stockholder and not subject to a Lock-Up Letter, and may include securities of Parent for sale for Parent's own account. Upon the request of the Stockholder, following the termination of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and Lock-Up Letter, Parent will use its reasonable best efforts to cause add to the Shelf Registration Exchange Shares that had been subject to any such Lock-Up Letter. The Stockholder shall promptly provide Parent with such information as it reasonably requests to include in such registration statement with respect to the Stockholder and the Members. Notwithstanding anything else contained in this agreement, Parent shall be obligated to keep such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times only until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions earliest of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) 24 months after the closing date on which for the Merger, (ii) such time as all Registrable Securities shares of Parent Class A Common Stock covered by the such Registration Statement have been sold thereunder in accordance with the plan and method or disposed of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if such time as all such securities are freely tradeable. (such date the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration "Shelf Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto"). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.

Registration Statement. (a) As soon Subject to paragraph 4 of this letter agreement, and provided that the Company is eligible to register the resale of Eligible Securities on Form S-3, the Company shall, as promptly as reasonably practicable after the date hereof (and but in no event later than the date that the definitive Proxy Statement has been filed with the SECFebruary 2, 2018), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable file with the U.S. Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 Exchange Commission (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination DateSEC”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement registration statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor other appropriate form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement Act) for an offering to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered made on a continuous or delayed or continuous basis pursuant to Rule 415 under the Securities Act, covering the resale of all of the Eligible Securities (the “Shelf Registration Statement”) and no other securities. The Shelf Registration Statement shall be in a form permitting registration of such Eligible Securities for resale by the E▇▇▇▇▇▇ Parties in the manner or manners designated by them (but excluding underwritten offerings or similar transactions). The Company shall (subject to the limitations on registration obligations of the Company set forth herein) use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing of the Shelf Registration Statement, or automatically if the Company is eligible to file an automatically effective shelf registration statement, and (subject to the limitations on registration obligations of the Company set forth herein and except at any time that the Company is not eligible to register the resale of Eligible Securities on Form S-3) to keep the Shelf Registration Statement continuously effective under the Securities Act until the date that is the earliest of (i) the first date when all Eligible Securities covered by the Shelf Registration Statement have been sold, (ii) the first date on which there are no longer any Eligible Securities and (iii) the End Date. In addition, if at any time prior to such earliest date referred to in the preceding sentence, the Company is not eligible to register the resale of Eligible Securities on Form S-3, then the E▇▇▇▇▇▇ Parties shall have the right to request that the Company file with the SEC a registration statement (a “Demand Registration Statement” and, together with the Shelf Registration Statement, a “Registration Statement”) on the appropriate form for an offering to be made as promptly as practicable after the effective date of such Demand Registration Statement covering the resale of all or a portion of the Eligible Securities and no other securities, by delivering a written request therefor to the Company specifying the number of shares of Eligible Securities to be registered (a “Demand Registration”), and the Company shall use its reasonable best efforts to prepare and file such Demand Registration Statement as expeditiously as possible but in any event within thirty (30) days of such request and use its commercially reasonable efforts to cause such Demand Registration Statement, in a form permitting registration of such Eligible Securities for resale by the E▇▇▇▇▇▇ Parties in the manner or manners designated by them in such written request (but excluding underwritten offerings or similar transactions), to become effective in respect of each Demand Registration; provided, that (A) no more than an aggregate of two (2) Demand Registration requests shall be permitted under this letter agreement and (B) the Company shall be deemed to have satisfied its obligations for a Demand Registration pursuant to this sentence if such Demand Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC and remains effective until the earlier of the date when all Eligible Securities thereunder have been sold and ninety (90) days from the effective date of such Demand Registration Statement. The Company shall not be required to maintain in effect more than one registration at any one time pursuant to this letter agreement. (b) The obligations of the Company to effect or maintain any registration pursuant to paragraph 1 of this letter agreement will be subject to the following additional conditions: (a) the E▇▇▇▇▇▇ Parties shall furnish to the Company such information with respect to the E▇▇▇▇▇▇ Parties, the Eligible Securities or the distribution of such Eligible Securities as the Company may from time to time reasonably request in writing, to the extent the Company reasonably determines is required by the Securities Act or under this Section 2(cany state securities or “blue sky” laws or requested by the SEC (including, for the avoidance of doubt, with respect to any registration statement, amendment thereto, prospectus, post-effective amendment or response to comments from the staff of the SEC) and shall promptly notify the Company of any changes in such information; and (b) the E▇▇▇▇▇▇ Parties shall not impact use any Free Writing Prospectus in connection with the obligations sale of the Eligible Securities without the prior written consent of the Company. (c) In connection with the Company’s obligations pursuant to paragraph (a) above and paragraph 3, subject to the terms of this letter agreement (including paragraph 4(a)), until the earliest of (i) the first date when all Eligible Securities covered by the Shelf Registration Statement have been sold, (ii) the first date on which there are no longer any Eligible Securities and (iii) the End Date, the Company shall, subject to the limitations set forth in this letter agreement, use its reasonable best efforts to: i. prepare and file the required Registration Statement or any amendment or supplement required for a Shelf Take-Down, including all exhibits and financial statements required under Section 2(athe Securities Act to be filed therewith, and before filing with the SEC the Registration Statement or prospectus, or any amendments or supplements thereto, (A) furnish to the E▇▇▇▇▇▇ Parties copies of the Registration Statement or any such prospectus or amendment or supplement thereto, prepared to be filed, which shall continue be subject to the review and reasonable comment of the E▇▇▇▇▇▇ Parties and their counsel, and provide the E▇▇▇▇▇▇ Parties and their counsel reasonable time to review and comment thereon, and (B) not file with the SEC the Registration Statement or any prospectus or amendments or supplements thereto to which the E▇▇▇▇▇▇ Parties shall reasonably object (it being understood, for the avoidance of doubt, that the foregoing obligations shall not apply to any filings or documents incorporated by reference into any Registration Statement or prospectus, or any amendment or supplement thereto); ii. promptly notify the E▇▇▇▇▇▇ Parties and, if requested, provide copies of the relevant documents, of any comments (written or oral) by the SEC or any request (written or oral) by the SEC or any other governmental authority for amendments or supplements to the Registration Statement or such prospectus (it being understood, for the avoidance of doubt, that the foregoing obligations shall not apply to any filings or documents incorporated by reference into any Registration Statement or prospectus, or any amendment or supplement thereto); iii. promptly incorporate in a prospectus supplement or post-effective amendment such information as the E▇▇▇▇▇▇ Parties reasonably request to have included therein relating to the plan of distribution with respect to the Eligible Securities; iv. upon the reasonable request of an E▇▇▇▇▇▇ Party, and provided that the intended use is in accordance with the terms of this letter agreement and all applicable laws, rules and regulations, as well as all applicable stock exchange rules, promptly provide the Company’s consent to the use of any applicable prospectus or any amendment or supplement thereto by the E▇▇▇▇▇▇ Parties in connection with the offering and sale of the Eligible Securities covered by such prospectus or any amendment or supplement thereto; v. on or prior to the date on which the Registration Statement is declared effective or becomes effective, register or qualify, and cooperate with the E▇▇▇▇▇▇ Parties and their counsel in connection with the registration or qualification of, such Eligible Securities for offer and sale under the securities or “blue sky” laws of each state and other jurisdiction of the United States as any E▇▇▇▇▇▇ Party or their counsel reasonably request; provided that the Company will not be required to qualify generally to do business in forceany jurisdiction where it is not then so qualified, to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject or conform its capitalization or the composition of its assets at the time to the securities or blue sky laws of any such jurisdiction; and vi. take all other customary steps reasonably necessary or advisable to effect the registration of the Eligible Securities contemplated hereby on a resale Registration Statement.

Registration Statement. (a) As Parent will file with the SEC within one (1) Business Day following the Closing Date and cause to become effective as soon as practicable after the date hereof thereafter (and in no event later than shall use all reasonable endeavors to keep effective for the date that earlier of (i) six months from the definitive Proxy Statement has been filed with Closing Date or (ii) until the SEC), Parent Shares issued to the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective Outside Sellers pursuant to the Securities Act this Agreement no longer constitute Registrable Shares) a registration statement on Form S-3 as provided in General Instruction I.D. to Form S-3 (the “Resale Registration DateStatement”) a for the registration of the resale of the Registrable Shares. The Resale Registration Statement or post-effective amendment shall include a description of the potential manner of resales of the Registrable Shares as is requested by the holders of the Registrable Shares and is not inconsistent with the requirements of Form S-3; provided, that in no circumstances shall Parent be required to effect an existing underwritten offering. To the extent necessary to properly sell any Registrable Shares under the Resale Registration Statement, Parent shall deliver to each holder of Registrable Shares, without charge, as many copies of the prospectus forming part of the Resale Registration Statement (the “Prospectus”) and any amendments or supplements thereto as such holder may reasonably request in order to provide for resales permit the offering and sale of the Registrable Securities to Shares, but only while Parent shall be made on a delayed or continuous basis pursuant to Rule 415 required under the Securities Act provisions hereof to cause the Resale Registration Statement to remain effective, and Parent consents (except during a suspension period permitted by this Agreement) to the “Initial Registration Statement”). By use of the Registration Date, Prospectus or any amendment or supplement thereto by the Company shall prepare and file a supplemental listing application holder in connection with the Nasdaq to list offering and sale of the Registrable Securities Shares covered by the Initial Prospectus or any amendment or supplement thereto in accordance with the terms of this Agreement. Holders of the Registrable Shares shall not use the Resale Registration Statement to resell Registrable Shares except in accordance with the Resale Registration Statement and shall use its reasonable best efforts subject to have such Registrable Securities approved for listing on the Nasdaqterms, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement conditions and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to restrictions set forth in this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI6.10. (b) Subject Parent shall have the right to suspend at any time, and the holders of Registrable Shares shall suspend, the use of the Resale Registration Statement for resales of Registrable Shares upon prior written notice from Parent to the provisions Sellers’ Representative, for periods of Section 3time not to exceed 45 consecutive days or 90 days total, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): if either: (i) Parent is or may be in possession of material non-public information, the date on failure of which all Registrable Securities covered by to disclose in the Resale Registration Statement have been sold thereunder could result in accordance with the plan and method a violation of distribution disclosed in the prospectus included in the Registration Statement, securities laws; or (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates is a contemplated financing, acquisition, disposition, corporate reorganization, merger, or merges with other similar transaction or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole other material event or in part, converted into circumstance affecting Parent or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaqits securities. (c) From and after In the date hereof until event: (i) of any request by the Registration Termination Date, SEC or any other federal or state governmental authority during the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a period of effectiveness of the Resale Registration Statement on Form S-3 for amendments or supplements to the Resale Registration Statement or Prospectus or for additional information; (ii) of the issuance by the SEC or any successor form thereto). Notwithstanding anything herein other federal or state governmental authority of any stop order suspending the effectiveness of the Resale Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by Parent of any notification with respect to the contrary, during suspension of the qualification or exemption from qualification of any of the Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such period purpose; (iv) of time from and after the Registration Date that the Company ceases to be eligible to file any event or use a Registration Statement on Form S-3 (or any successor form thereto)circumstance which, upon the written request advice of Parent’s counsel, necessitates the making of any changes in the Resale Registration Statement or the Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that neither the Resale Registration Statement nor the Prospectus will contain any untrue statement of a material fact or omit to state a material fact requested by Parent to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (v) of any event or circumstance of the type described in Section 6.10(b), then Parent shall promptly deliver a certificate in writing to the Sellers’ Representatives a “Suspension Notice”) and, upon receipt of such Suspension Notice, each holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or Shares will refrain from selling any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective Shares pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each Resale Registration Statement (a “Suspension”) until such written request must specify the amount holder’s receipt of copies of a supplemented or amended prospectus prepared and intended manner of disposition of such Registrable Securities; providedfiled by Parent, or until it is advised in writing by Parent that the minimum amount Suspension is no longer in effect. Parent agrees to use all reasonable endeavors to respond to requests and resolve issues as promptly as practicable. No filing of, or amendment or supplement to the Resale Registration Statement (other than the filing of such Registrable Securities reports under the Exchange Act or the rules promulgated thereunder) will be made by Parent without providing the Sellers’ Representative reasonable opportunity to review and comment thereon. Parent will notify Sellers’ Representative promptly of the receipt of any comments from the SEC or its staff, of any request by the SEC or its staff for amendments or supplements to Resale Registration Statement or for additional information, or any other information with respect to any event which could result in a Suspension Notice (it being understood that Parent shall be $75,000,000. Any Registration Statement required under no obligation to be filed pursuant provide any non-public information), and will supply Sellers’ Representative with copies of all correspondence between it or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect thereto and will respond as promptly as practicable to this Section 2(cany such comments or requests. (d) No holder of Registrable Shares shall not be required to cover Registrable Securities to be offered on a delayed use, distribute or continuous basis pursuant to otherwise disseminate any free writing prospectus, as defined in Rule 415 405 under the Securities Act. The obligations , in connection with the sale of Registrable Shares under the Company under this Section 2(c) shall not impact Resale Registration Statement, without the obligations prior written consent of the Company under Section 2(a) which shall continue to be in forceParent.

Registration Statement. (a) As soon as reasonably practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)of this Agreement, the Company Parties will prepare and file with the SEC the Proxy Statement/Prospectus and the Registration Statement (which will include the Proxy Statement/Prospectus), which shall comply with all of the requirements of the Securities Act and the Exchange Act (and the rules and regulations thereunder) applicable thereto, for the purpose, among other things, of registering the SmartFinancial Common Stock that will be issued to holders of Bancorp Common Stock in connection with the Parent Merger pursuant to Article III of this Agreement. SmartFinancial shall use commercially reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective as soon as practicable after the filing thereof, to register or exempt from registration the SmartFinancial Common Stock to be issued to holders of Bancorp Common Stock under the Securities Act securities Laws of all applicable jurisdictions (federal and will use its reasonable efforts state), and to keep the Registration Statement continuously effective under and such registrations or exemptions current and in effect for so long as is necessary to consummate the Securities Act at all times until transactions contemplated by this Agreement. SmartFinancial shall have primary responsibility for preparing and filing the Registration Termination Date. Any Statement, provided that SmartFinancial shall to the extent practicable afford the Foothills Parties and their legal, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) the Registration Statement before it is filed pursuant with the SEC and (ii) all amendments and supplements to this Section 2 shall cover only Registrable Securitiesthe Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before the same are filed with or submitted to the SEC. Each Party, to the extent permitted by Law, shall be on Form S-3 (deliver to the other Parties copies of all material filings, correspondence, orders, and documents with, to, or a successor form) if the Company is eligible to use such form from Governmental Entities, and shall be an automatically effective promptly relay to the other Parties the substance of any material oral communications with, to, or from Governmental Entities, in each case pertaining or relating to the Registration Statement if the Company is a WKSIor any documents or materials related thereto. (b) Subject The Parties shall cooperate in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement and the transactions contemplated hereby to the provisions shareholders of Section 3Bancorp for approval. Each Party will as promptly as reasonably practicable after the date of this Agreement furnish all data and information relating to it and its Subsidiaries, and its and its Subsidiaries’ directors, officers, and shareholders, as the Company will use its reasonable efforts to keep other Parties may reasonably request for the initial purpose of including such data and information in the Registration Statement (and/or the Proxy Statement/Prospectus. The Foothills Parties expressly agree to cooperate with SmartFinancial and its legal and accounting advisors in requesting and obtaining appropriate opinions, consents, and letters from its legal and financial advisors and independent auditors, and in taking such other actions as may be reasonably requested by SmartFinancial, in connection with the Registration Statement or any replacement Registration the Proxy Statement) continuously effective until /Prospectus. Each Party covenants and agrees that none of the earlier of (information supplied or to be supplied by such earlier date, the “Registration Termination Date”): Party for inclusion or incorporation by reference in (i) the date on which all Registrable Securities covered by Registration Statement will, at the time the Registration Statement have been sold thereunder or any amendment or supplement thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in accordance with order to make the plan and method statements made therein, in light of distribution disclosed in the prospectus included in the Registration Statementcircumstances under which they were made, not misleading, (ii) there otherwise cease the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to shareholders of Bancorp or at the time of the Bancorp Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be any Registrable Securities and stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, or (iii) if any other document filed with any Governmental Entity in connection with the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and transactions contemplated by this Agreement will, at the Company Common Stock istime such document is filed, fail to comply as to form, in whole or all material respects, with the provisions of applicable Law. The Proxy Statement/Prospectus will comply as to form, in partall material respects, converted into or exchanged for securities with all applicable requirements of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering and the Registrable Securities Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by any Party with respect to statements made or incorporated by reference therein based on information supplied by any other Party for inclusion or incorporation by reference in the Proxy Statement/Prospectus. Each Party covenants and agrees that, in the event such Party becomes aware of any information furnished by it that would cause any of the requesting party statements in the Registration Statement or partiesthe Proxy Statement/Prospectus, or any other document filed with any Governmental Entity in connection with the transactions contemplated by this Agreement, to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, such Party will promptly inform the other Parties thereof in writing and take all necessary steps to correct the Registration Statement or Proxy Statement/Prospectus, or other document, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the The Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act in each case no later than the first anniversary of the Closing Date (the “Target Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuanceAct. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and and, subject to Section 5.02, will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 Article V shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form form, and shall be an automatically effective Registration Statement automatic shelf registration statement (as defined in Rule 405 under the Securities Act), if the Company is a WKSIeligible to use an automatic shelf registration statement. (b) Subject to the provisions of Section 35.02 and further subject to the availability of a Registration Statement on Form S-3 (or any successor form thereto) to the Company pursuant to the Securities Act and the rules and interpretations of the SEC, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, thereunder; (ii) there otherwise cease to be any Registrable Securities Securities; and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and 6th anniversary of the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqClosing Date. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrarycontrary and subject to Section 5.02(e), during such period of time from and after the Target Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereofthereof and file and cause to become effective such amendments thereto as are necessary in order to keep such Registration Statement continuously available. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount market value of such Registrable Securities shall be $75,000,00025,000,000. Any When the Company regains the ability to file a Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover on Form S-3 covering the Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Actit shall as promptly as practicable do so in accordance with Section 5.01(a). The obligations of the Company under this Section 2(c5.01(c) shall not impact the obligations of the Company under Section 2(a5.01(a) which shall continue to be in force.

Registration Statement. 4.1 PubCo agrees that, within forty-five (a45) As calendar days after the Closing Date (the “Filing Date”), PubCo will file with the Commission (at PubCo’s sole cost and expense) a registration statement registering the resale of the Shares (the “Registration Statement”), and PubCo shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the date hereof (and in filing thereof, but no event later than the 10th Business Day after the date that the definitive Proxy Statement has been filed with the SEC)PubCo is notified (orally or in writing, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”whichever is earlier) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities Commission that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant will not be “reviewed” or will not be subject to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of further review (such earlier date, the “Registration Termination Effectiveness Date”): ); provided, however, that PubCo’s obligations to include the Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to PubCo such information regarding Subscriber, the securities of PubCo held by Subscriber and the intended method of disposition of the Shares as shall be reasonably requested by PubCo to effect the registration of the Shares, and Subscriber shall execute such documents in connection with such registration as PubCo may reasonably request that are customary of a selling shareholder in similar situations, including providing that PubCo shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder; provided, further, that Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. Notwithstanding the foregoing, if the Commission prevents PubCo from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the Commission. In such event, the number of Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the Commission; provided, that if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw from the Registration Statement. For purposes of clarification, any failure by PubCo to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve PubCo of its obligations to file or effect the Registration Statement as set forth above in this Section 4. For purposes of this Section 4, the Shares included in the Registration Statement shall include, as of any date of determination, the Shares and any other equity security of PubCo issued or issuable with respect to the Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise. 4.2 PubCo shall, upon reasonable request, inform Subscriber as to the status of the registration effected by PubCo pursuant to this Subscription Agreement. At its expense PubCo shall: 4.2.1 except for such times as PubCo is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which PubCo determines to obtain, continuously effective with respect to Subscriber, to file all reports as required by the Exchange Act, provide all customary and reasonable cooperation necessary to enable Subscriber to resell the Shares pursuant to the Registration Statement, qualify the Shares for listing on the applicable stock exchange on which PubCo Shares are then listed, to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, and to update or amend the Registration Statement as necessary to include the Shares and provide customary notice to holders of the Shares, until the earlier of the following: (i) Subscriber ceases to hold any Shares, (ii) the date on which all Registrable Securities covered Shares held by Subscriber may be sold without restriction under Rule 144, including any volume and manner of sale restrictions under Rule 144 and without the requirement for PubCo to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), and (iii) three years from the Effectiveness Date of the Registration Statement. Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of the Shares to the PubCo upon request to assist the PubCo in making the determination described above; 4.2.2 advise Subscriber as expeditiously as possible, but in any event within five (5) Business Days: (a) when the Registration Statement or any post-effective amendment thereto has become effective; (b) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose; and (c) of the receipt by PubCo of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. Notwithstanding anything to the contrary set forth herein, PubCo shall not, when so advising Subscriber of such events, provide Subscriber with any material, nonpublic information regarding PubCo other than to the extent that providing notice to Subscriber of the occurrence of the events listed in (a) through (c) above constitutes material, nonpublic information regarding PubCo; 4.2.3 use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement as soon as reasonably practicable; 4.2.4 upon the occurrence of any event that requires the making of any changes in the Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, except for such times as PubCo is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of the Registration Statement, PubCo shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to the Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and 4.2.5 use its commercially reasonable efforts to cause all Shares to be listed on each securities exchange or market, if any, on which PubCo’s Ordinary Shares are then listed. 4.2.6 Notwithstanding anything to the contrary in this Subscription Agreement, PubCo shall not have been sold thereunder any obligation to prepare any prospectus supplement, participate in any due diligence, execute any agreements or certificates or deliver legal opinions (other than customary de-legending certificates and opinions) or obtain comfort letters in connection with any sales of the Shares under the Registration Statement. 4.3 Notwithstanding anything to the contrary in this Subscription Agreement, PubCo shall be entitled to delay or postpone the effectiveness of the Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by PubCo or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event PubCo’s board of directors reasonably believes, upon the advice of legal counsel (which may be in-house legal counsel), would require additional disclosure by PubCo in the Registration Statement of material information that PubCo has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of PubCo’s board of directors, upon the advice of legal counsel (which may be in-house legal counsel), to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that PubCo (x) may not delay or suspend the Registration Statement on more than three (3) occasions or for more than sixty (60) consecutive calendar days, or more than one hundred and twenty (120) total calendar days, in each case during any twelve (12)-month period and (y) shall use its reasonable efforts to make such Registration Statement available for the sale by Subscriber of such securities as soon as practicable thereafter. Upon receipt of any written notice from PubCo of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that (i) it will immediately discontinue offers and sales of the Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Subscriber receives copies of a supplemental or amended prospectus (which PubCo agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by PubCo that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by PubCo unless otherwise required by law or subpoena. If so directed by PubCo, Subscriber will deliver to PubCo or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Shares in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (i) to the extent Subscriber is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up. 4.4 PubCo shall, notwithstanding any termination of this Subscription Agreement, indemnify, defend and hold harmless Subscriber (to the plan extent a seller under the Registration Statement), the officers, directors, agents, partners, members, managers, shareholders, affiliates, employees and method investment advisers of distribution disclosed Subscriber, each person who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, partners, members, managers, shareholders, agents, affiliates, employees and investment advisers of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (ii) any violation or alleged violation by PubCo of the Securities Act, the Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 4, except to the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding Subscriber furnished in writing to PubCo by Subscriber expressly for use therein. Notwithstanding the forgoing, PubCo’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of PubCo (which consent shall not be unreasonably withheld, conditioned or delayed). PubCo shall notify Subscriber promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 4 of which PubCo is aware. 4.5 Subscriber shall, severally and not jointly with any other selling shareholder named in the Registration Statement, indemnify and hold harmless PubCo, its directors, officers, agents and employees, each person who controls PubCo (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or that are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statements or omissions are based upon information regarding Subscriber furnished in writing to PubCo by Subscriber expressly for use therein, or (ii) there otherwise cease to be any Registrable violation or alleged violation by such Subscriber of the Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock isAct, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (Exchange Act or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (state securities law or any successor form thereto), upon rule or regulation thereunder in connection with the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities sale of the requesting party or parties, as applicable, and use reasonable efforts to cause Shares under any such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable SecuritiesStatement; provided, however, that the minimum amount indemnification contained in this Section 4.5 shall not apply to amounts paid in settlement of any Losses if such Registrable Securities settlement is effected without the consent of Subscriber (which consent shall not be $75,000,000unreasonably withheld, conditioned or delayed). Any Registration Statement required Each indemnifying party’s obligation to be filed make a contribution pursuant to this Section 2(c) 4.5 shall be individual, not joint and several. Notwithstanding anything to the contrary herein, in no event shall the liability of Subscriber be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under greater in amount than the Securities Act. The obligations dollar amount of the Company net proceeds received by Subscriber upon the sale of the Shares giving rise to such indemnification obligation. 4.6 The indemnification provided for under this Section 2(c) Subscription Agreement shall not impact the obligations remain in full force and effect regardless of any investigation made by or on behalf of the Company under Section 2(a) which indemnified party and shall continue to be in force.survive the transfer of t

Registration Statement. (a) As soon as practicable Within 45 calendar days after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)hereof, the Company will shall prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to with the Securities Act (the “Registration Date”) Commission a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis Form F-3 pursuant to Rule 415 under the Securities Act (covering the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list resale of the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuanceSecurities. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use shall: (a) Use its reasonable best efforts to cause such Registration Statement to be declared effective or otherwise to become effective under as promptly as possible, and in any event within 120 calendar days after the Securities Act date hereof, and will use its reasonable efforts to keep the such Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) such time as all of the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, or (ii) there otherwise cease to be any such time as all Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until covered by the Registration Termination Date, Statement may be sold during any 90 day period without registration under the Company shall use its reasonable efforts Securities Act pursuant to maintain eligibility to be able to file and use a Registration Statement on Form S-3 the exemptions provided by Rule 144 under the Securities Act (or any successor form theretothe "REGISTRATION PERIOD"). Notwithstanding anything herein to the contrary, the Company may take, or refrain from taking, any action that results in Holders not being able to sell such Registrable Securities pursuant to applicable securities laws during such period of time from and after the Registration Date Period (including, but not limited to, refraining from amending or supplementing the Registration Statement) and/or suspend the effectiveness of the Registration Statement if updating or otherwise amending the Registration Statement, or taking or refraining from taking any other action and/or maintaining the effectiveness of the Registration Statement would require the Company to disclose any material corporate development which disclosure may have a materially adverse affect on the Company ("SUSPENSION RIGHT"). The Suspension Right may not extend for more than 45 consecutive days for any single suspension event, and may not be exercised more than once during any twelve-month period. (b) Prepare and file with the SEC such pre-effective and post-effective amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to cause the Registration Statement to become effective, to keep the Registration Statement continuously effective during the Registration Period and not misleading, and as may otherwise be required or applicable under, and to comply with the provisions of, the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the Registration Period. (c) Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, and each amendment or supplement thereto, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them, and correct any deficiency between the preliminary prospectus and the final prospectus, and pay any expenses associated with the recirculation of the final prospectus following the correction of such deficiency unless such deficiency is primarily the result of information provided by one or more Holders or one or more underwriters or any of their respective representatives, in which event the Holders whose shares are included in such Registration Statement shall bear the expense of recirculation. (d) Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be necessary to permit the sale of the Registrable Securities; provided, however, that the Company ceases shall not be required to register or qualify any securities in any jurisdiction in which the Company would be required as a result of such registration or qualification to (i) execute a general consent to service of process which it would not otherwise be required to execute; (ii) qualify generally to do business where it would not otherwise be required to so qualify; or (iii) subject itself to taxation where it would not otherwise be subject to taxation. (e) Notify promptly the Holders of Registrable Securities to be eligible sold (and in any event within three (3) business days after) and (if requested by any such Person) confirm such notice in writing, (i) (A) when a prospectus or any prospectus supplement or post-effective amendment is proposed to file or use be filed, and, (B) with respect to a Registration Statement on Form S-3 or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC or any other federal, Canadian, state or provincial governmental authority for amendments or supplements to a Registration Statement or related prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (v) of the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such Registration Statement, prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (f) Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of, any order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification (or any successor form thereto), upon the written request exemption from qualification) of any holder of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (g) If requested by the Holders of a majority of the Registrable Securities being sold in connection with such offering, (i) promptly incorporate in a prospectus supplement or holders post-effective amendment such information as the Holders reasonably request should be included therein regarding such Holders or the plan of distribution of the Registrable Securities, and (ii) make all required filings of the prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of such matters to be incorporated in such prospectus supplement or post-effective amendment; provided, however, that the Company shall use not be required to take any action pursuant to this Section 2.1(g) that would, in the opinion of outside counsel for the Company, violate applicable law. (h) Upon the occurrence of any event contemplated by Section 2.1(e)(v), as promptly as practicable, prepare a supplement or amendment, including a post-effective amendment, to each Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (i) Use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable best efforts to cause all Registrable Securities relating to such Registration Statement to be declared effective pursuant to listed on each securities exchange or automated quotation system, if any, on which securities of the same class issued by the Company are then listed, and if the Registrable Securities are of a class of securities that is listed on a national securities exchange, file copies of any prospectus with such exchange in compliance with Rule 153 under the Securities Act as soon as so that the holders of Registrable Securities benefit from the prospectus delivery procedures described therein. (j) In the event of any underwritten public offering requested by the Holders of a majority of the Shares covered by the Registration Statement with an underwriter reasonably practicable after filing thereof. Each such written request must specify acceptable to the amount Company: (i) enter into and intended manner of disposition perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such Registrable Securities; providedoffering, and furnish, at the request of Holders who own a majority of the Shares covered by such Registration Statement, on the date that the minimum amount of such Registrable Securities shall are delivered to the underwriters for sale (A) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to each underwriter and to each Holder requesting registration of Registrable Securities, and (B) a "comfort" letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to each underwriter and to each Holder requesting registration of Registrable Securities; (ii) if requested by the managing underwriter or underwriters (if any), any selling Holder, or such selling Holder's counsel, promptly incorporate into a prospectus supplement or post-effective amendment such information as such Person reasonably requests to be $75,000,000. Any included therein with respect to the securities being sold by such selling Holder to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and any other terms of an underwritten offering of the securities to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment; (iii) make available to one representative of the selling Holders, the lead managing underwriter, and one attorney and accountant for the selling Holders and the managing underwriter (collectively, the "INSPECTORS"), such financial and other records, pertinent corporate documents and properties of the Company (collectively, the "RECORDS") reasonably necessary to enable them to exercise their due diligence responsibility under the Securities Act and Exchange Act, and cause the Company's officers, directors and employees to supply such information as may reasonably be requested by any such Inspector in connection with such registration statement; (iv) participate, to the extent reasonably requested by the lead managing underwriter for the offering, in customary reasonable efforts to sell the securities being offered, and cause such steps to be taken as to ensure such good faith participation of senior management officers of the Company in "road shows" as is customary; and (v) cooperate with the lead managing underwriter participating in the disposition of Registrable Securities and its counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. ("NASD"), including, if appropriate, the pre-filing of a prospectus as part of a shelf registration statement in advance of an underwritten offering. (k) As soon as practicable, the Company will make generally available to its shareholders an earnings statement (which need not be audited) covering the twelve-month period beginning with the first month after the effective date of the Registration Statement that satisfies the provisions of Section 11(a) of the Securities Act. (l) During the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission, including pursuant to this Section 2(cSections 13(a), 13(c), 14, or 15(d) shall not be required to cover of the Exchange Act. (m) Provide a transfer agent and registrar for all Registrable Securities to be offered on registered pursuant hereunder and a delayed or continuous basis pursuant to Rule 415 under CUSIP number for all such Registrable Securities, in each case no later than the Securities Act. The obligations effective date of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forcesuch registration.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed The Company shall use its reasonable best efforts to file with the U.S. Securities and Exchange Commission (the “SEC”), within 90 days following the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to Closing Date (as defined in the Securities Act Purchase Agreement), a registration statement (the “Registration DateStatement”) covering the registration of a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales secondary resale offering of all Registrable Securities to be made on a delayed or continuous basis (as defined below) pursuant to Rule 415 under the Securities Act (and or any similar rule that may be adopted by the “Initial SEC. The Registration Statement”). By the Registration DateStatement shall be on Form S-3, unless the Company shall prepare and is not then eligible to file a supplemental listing application with registration statement on Form S-3 under the Nasdaq to list Securities Act, in which case such registration statement shall be on Form S-11 or other appropriate form under the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, Act which the Company will from time is then eligible to time file. (b) The Company agrees (subject to Section 1.3 hereof) to use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its commercially reasonable efforts to cause such the Registration Statement to be declared effective or otherwise by the SEC as soon as practicable after the filing thereof. Subject to become effective under Section 1.3 hereof, the Securities Act and will Company agrees to use its commercially reasonable efforts to keep the Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or for a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company period that will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until terminate upon the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease the date on which all of the Registrable Securities covered by the Registration Statement may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any Registrable successor thereto) under the Securities and Act (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq“Effectiveness Period”). (c) From and after the date hereof until the Registration Termination DateAs used in this Agreement, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of “Registrable Securities, the Company shall use its reasonable efforts ” refer to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities shares of the requesting party or parties, as applicable, and use reasonable efforts Common Stock issued to cause such Registration Statement to be declared effective an Investor pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify Purchase Agreement (including, without limitation, Common Stock issued to an Investor pursuant to the amount and intended manner of disposition of such Registrable Securities; provided, that “Anti-Dilution Purchase Price Adjustment” or the minimum amount of such Registrable Securities shall be $75,000,000. Any “Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under Purchase Price Adjustment,” in each case as defined in the Securities Act. The obligations Purchase Agreement) or issued to an Investor with respect to the such shares of the Company under this Section 2(c) shall not impact the obligations Common Stock by way of the Company under Section 2(a) which shall continue to be stock dividend or stock split or in forceconnection with a combination of stock, recapitalization, merger, consolidation or other reorganization or otherwise and any shares of voting common stock issuable upon conversion, exercise or exchange thereof.

Registration Statement. (a) As soon as practicable after Within thirty (30) days of the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)hereof, the Company will YTLI shall prepare and file with the SEC a registration statement and information statement on Form S-4 (together with all amendments and supplements thereto, the “Registration Statement”), in connection with the registration under the Securities Act of (i) the shares of YTLI common stock to be issued to the SBBD Stockholders pursuant to the Merger. Each of YTLI and SBBD shall promptly furnish all information concerning itself as the other may reasonably request in connection with such actions and the preparation of the Registration Statement. YTLI shall use commercially reasonable efforts to cause the Registration Statement to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”)as promptly as practicable after filing thereof. By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and YTLI shall use its reasonable best efforts to have prepare and file with the SEC such Registrable Securities approved for listing on amendments and supplements to the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts as may be necessary to cause such keep the Registration Statement effective and free from any material misstatement or omission to be declared state a material fact. YTLI shall keep the Registration Statement effective or otherwise until the earlier of one year after the Effective Date, but in any event at least so long as is necessary to become effective consummate the Merger. (b) YTLI shall make, and SBBD shall cooperate in, all necessary filings with respect to the Merger and the transactions contemplated thereby under the Securities Act and applicable state securities and “blue sky” laws. YTLI will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securitiesadvise SBBD promptly after it receives notice thereof, shall be on Form S-3 (of oral or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered written comments by the Registration Statement have been sold thereunder in accordance SEC with the plan and method of distribution disclosed in the prospectus included in respect to the Registration Statement, (ii) there otherwise cease to be of the time at which the Registration Statement has become effective or any Registrable Securities and (iii) if supplement or amendment has been filed, of the Company consolidates or merges with or into issuance of any Person in a transaction that constitutes a Make-Whole Fundamental Change and stop order, of the Company Common Stock is, in whole or in part, converted into or exchanged for securities suspension of a different issuer and/or cash in a transaction that will constitute a Change in Control and the qualification of the shares of Company Common Stock are delisted YTLI common stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment to the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. YTLI will provide SBBD with copies of any comments to the Registration Statement received from Nasdaqthe SEC and shall consult with the SBBD in connection with the preparation of written responses to such comments. (c) From and after the date hereof until The information supplied by YTLI for inclusion in the Registration Termination DateStatement shall not, at the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a time the Registration Statement on Form S-3 (is declared effective, contain any untrue statement of a material fact or fail to state any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement material fact required to be filed pursuant stated therein or necessary in order to this Section 2(c) make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by SBBD for inclusion in the Registration Statement shall not be not, at the time the Registration Statement is declared effective, contain any untrue statement of a material fact or fail to state any material fact required to cover Registrable Securities be stated therein or necessary in order to be offered on a delayed or continuous basis pursuant to Rule 415 under make the Securities Act. The obligations statements therein, in light of the Company circumstances under this Section 2(c) shall which they were made, not impact misleading. If, at any time prior to the obligations Effective Date, YTLI or SBBD should discover any information relating to either party, or any of their respective Affiliates, directors or officers, that should be set forth in an amendment or supplement to the Registration Statement so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the Company circumstances under Section 2(a) which they were made, not misleading, the party that discovers such information shall continue to promptly notify the other party and an appropriate amendment or supplement describing such information shall be in forcepromptly filed with the SEC.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the The Company will shall use its Best Efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to with the Securities Act (the “Registration Date”) SEC a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales covering the resale of all Registrable Securities for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under prior to the Securities Act (Filing Date. In the “Initial Registration Statement”). By event that the Registration Statement is not filed by the Filing Date, the Company shall prepare pay liquidated damages in additional shares of common stock of the Company to the Investor in an amount equal to one percent (1.0%) of the number of shares of common stock included in the Securities (as set forth on Exhibit A hereto) per month (or part thereof) after the Filing Date, to be issued in arrears on the first day of the month after the Filing Date and file a supplemental listing application with each month thereafter until the Nasdaq Registration Statement is filed. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to list register for resale the Registrable Securities covered on Form S-3, in which case such registration shall be on Form S-1 or another appropriate form in accordance with the Securities Act and the Exchange Act) and shall contain (except if otherwise directed by the Initial Registration Statement and Investors or requested by the SEC) the “Plan of Distribution” in substantially the form attached hereto as Exhibit D. (b) The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts Best Efforts to cause such the Registration Statement to be declared effective or otherwise by the SEC as promptly as possible after the filing thereof, but in any event prior to become effective under the Securities Act Required Effectiveness Date, and will shall use its reasonable efforts Best Efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): date that (i) all of the date on which Registrable Securities have been sold or transferred to persons who may trade such shares without restriction, (ii) all Registrable Securities covered by the such Registration Statement have been sold thereunder or can be sold publicly in accordance with a single transaction under Rule 144(i) or (iii) one year from the plan and method Effective Date (the “Effectiveness Period”). In the event that the Registration Statement is not effective by the Effective Date or becomes not effective at any time after it being declared effective by the SEC (the “Suspension Date”), the Company shall pay liquidated damages in shares of distribution disclosed common stock to the Investor in an amount equal to one percent (1.0%) of the number of shares of common stock included in the prospectus Securities (as set forth on Exhibit A hereto) per month (or part thereof) after the Effective Date or Suspension Date, as the case may be, to be paid in arrears on the first day of the month after the Effective Date or Suspension Date, as the case may be, and each month thereafter until the Registration Statement is effective for sale of the Registrable Securities, or, until the expiration of the Effectiveness Period; provided that should the SEC staff or its published or unpublished regulations or informal policies and guidelines limit the number of Securities that may be included in the Registration StatementStatement on behalf of the Investors at any time, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock isthereby require deferral of registration of such Securities, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaqsuch case liquidated damages shall not apply to any such Securities. (c) From The Company shall notify the Investors in writing promptly (and in any event within two Trading Days) after receiving notification from the date hereof until SEC that the Registration Termination DateStatement has been declared effective. (d) Should an Event (as defined below) occur, then upon the occurrence of such Event, the Company shall use its reasonable efforts pay to maintain eligibility each Investor an amount in cash, as liquidated damages and not as a penalty, an amount equal to one percent (1.0%) of the number of shares of common stock included in the Securities (as set forth on Exhibit A hereto) per month (or part thereof) after the Event, to be able to file paid in arrears on the first day of the month after such Event and use a each month thereafter until the Registration Statement on Form S-3 (or any successor form thereto)is filed. Notwithstanding anything herein The payments to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities which an Investor shall be $75,000,000. Any Registration Statement required to be filed entitled pursuant to this Section 2(c6.1(d) shall not be required are referred to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.herein as “

Registration Statement. (a) As soon as practicable following the Closing but in any event within ten business days after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)Closing, the Company will shall prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to with the Securities Act (the “Registration Date”) Commission a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis Form S-3 pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuanceAct. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use shall: (a) Use its reasonable best efforts to cause such Registration Statement to be declared become effective or otherwise at the earliest possible time and to become keep such Registration Statement continuously effective for a period of two years following the date on which the Registration Statement becomes effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable SecuritiesAct, shall be or such shorter period ending on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which when all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, or (ii) there otherwise cease to be any when all Registrable Securities covered by the Registration Statement may be sold without registration under the Securities Act pursuant to the exemptions provided by Rule 144 under the Securities Act (and are not restricted as to volume) (iiithe "Registration Period"), subject to the provisions of Section 2.3. (b) if Prepare and file with the Company consolidates or merges with or into any Person in a transaction that constitutes a MakeSEC such pre-Whole Fundamental Change effective and post- effective amendments and supplements to such Registration Statement and the Company Common Stock isprospectus used in connection with such Registration Statement as may be necessary to cause the Registration Statement to become effective, in whole to keep the Registration Statement continuously effective during the Registration Period and not misleading, and as may otherwise be required or in partapplicable under, converted into or exchanged for and to comply with the provisions of, the Securities Act with respect to the disposition of all securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and covered by such Registration Statement during the shares of Company Common Stock are delisted from NasdaqRegistration Period. (c) From Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, and after each amendment or supplement thereto, in conformity with the date hereof until requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. (d) Use its best efforts to register and qualify the securities covered by such Registration Termination DateStatement under such other securities or Blue Sky laws of such jurisdictions as shall be necessary to permit the sale of the Registrable Securities, provided that the Company shall use its reasonable efforts not be required in connection therewith or as a condition thereto to maintain eligibility qualify to do business or subject itself to taxation or to file a general consent to service of process in any such jurisdictions. (e) Notify promptly the Holders of Registrable Securities to be able sold, (and in the case of (i)(A) in no event less than two business days prior to file such filing) and use (if requested by any such person) confirm such notice in writing, (i)(A) when a prospectus or any prospectus supplement or post-effective amendment is proposed to be filed, and, (B) with respect to a Registration Statement on Form S-3 or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (v) of the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such Registration Statement, prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (f) Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of, any order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any successor form thereto). Notwithstanding anything herein to of the contraryRegistrable Securities for sale in any jurisdiction, during at the earliest practicable moment. (g) If requested by the holders of a majority of the Registrable Securities being sold in connection with such period offering, (i) promptly incorporate in a prospectus supplement or post-effective amendment such information as the holders reasonably request should be included therein regarding such holders or the plan of time from distribution of the Registrable Securities, and (ii) make all required filings of the prospectus supplement or such post-effective amendment as soon as practicable after the Registration Date Company has received notification of such matters to be incorporated in such prospectus supplement or post-effective amendment: provided, however, that the Company ceases shall not be required to take any action pursuant to this Section 2.1(g) that would, in the opinion of outside counsel for the Company, violate applicable law. (h) Upon the occurrence of any event contemplated by Section 2.1(e)(v), as promptly as practicable, prepare a supplement or amendment, including a post-effective amendment, to each Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be eligible incorporated therein by reference, and file any other required document so that, as thereafter delivered, such prospectus will not contain an untrue statement of a material fact or omit to file state a material fact required to be stated therein or use a Registration Statement on Form S-3 necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use i) Use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable best efforts to cause all Registrable Securities relating to such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; providedlisted on each securities exchange or automated quotation system, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered if any, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of which similar securities issued by the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceare then listed.

Registration Statement. (a) As soon promptly as practicable, and in any event within twenty (20) Business Days after the date of this Agreement if reasonably possible, Parent and Seller shall prepare and Parent shall file the Form S-4 Registration Statement. Parent and Seller shall each furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with the preparation of the Form S-4 Registration Statement and any amendment thereto (other than to the extent resulting in a violation of applicable Requirements of Law). (b) Parent and Seller shall each use commercially reasonable efforts to cause the Form S-4 Registration Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff, and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. (c) The Parent will cause the Parent Proxy Statement to be mailed to its stockholders as promptly as practicable after the date hereof (and in no event later than Form S-4 Registration Statement is declared effective under the date Securities Act. Parent shall use commercially reasonable efforts to cause all documents that the definitive Proxy Statement has been filed it is responsible for filing with the SEC), SEC in connection with the Company will prepare Transaction to comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Parent shall also promptly file and use commercially reasonable efforts to cause to be declared effective or otherwise become effective as promptly as possible, any amendment to the Form S-4 Registration Statement, including the Parent Proxy Statement and, if required, the Parent shall mail to its stockholders any such amendment that becomes necessary after the date the Form S-4 Registration Statement is declared effective. (d) Parent shall respond promptly to any comments of the SEC or its staff with respect to the Form S-4 Registration Statement. Parent shall promptly notify Seller upon the receipt of any comments from the SEC or its staff or any request from the SEC or their staff for amendments or supplements to the Form S-4 Registration Statement or other information, shall consult with Seller prior to responding to any such comments or requests or filing any amendment or supplement to the Form S-4 Registration Statement, and shall provide Seller with copies of all correspondence and a reasonably detailed summary of all oral communications between it and the SEC and its staff. If Parent or Seller becomes aware of any information that, pursuant to the Securities Act (or the “Registration Date”) a Registration Statement Exchange Act, should be disclosed in an amendment or post-effective amendment supplement to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial S-4 Registration Statement”). By , then the Registration Date, party that discovers such information shall promptly inform the Company other parties hereto and an appropriate amendment or supplement describing such information shall prepare and file a supplemental listing application be filed with the Nasdaq SEC, if required by Law, disseminated to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSIParent Stockholders. (be) Subject Notwithstanding anything to the provisions of Section 3contrary stated above, prior to filing and mailing the Company will use its reasonable efforts to keep the initial Registration Parent Proxy Statement (or any replacement Registration Statement) continuously effective until the earlier of (amendment or supplement thereto), Parent shall provide Seller a reasonable opportunity to review and comment on such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Parent Proxy Statement have been sold thereunder and shall discuss with Seller and include in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration such Parent Proxy Statement, (ii) there otherwise cease to be any Registrable Securities comments reasonably and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaqpromptly proposed by Seller. (cf) From and Parent will advise Seller, promptly after it receives notice thereof, of the date hereof until time when the Form S-4 Registration Termination DateStatement has become effective or any supplement or amendment thereto has been filed, the Company issuance of any stop order, or any request by the staff of the SEC for amendment of the Form S-4 Registration Statement. (g) Prior to the Closing, Parent shall use its commercially reasonable efforts to maintain eligibility to qualify the Parent Common Stock under state securities or blue sky laws and the rules and regulation thereunder (“Blue Sky Laws”) as may be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securitiesrequired; provided, however, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) Parent shall not be required to cover Registrable Securities (i) qualify to be offered on do business as a delayed foreign corporation in any jurisdiction in which it is not now so qualified, (ii) file a general consent to service of process in any jurisdiction or continuous basis pursuant (iii) subject itself to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall taxation in any jurisdiction in which it is not impact the obligations of the Company under Section 2(a) which shall continue to be in forceso subject.

Registration Statement. (a) As soon as practicable after On the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Closing Date, the Company shall prepare and file a supplemental listing application release for filing with the Nasdaq Commission a registration statement on the appropriate form (the "SAIF Shelf Registration Statement") covering the resale to list the public by SAIF of the Registrable Securities purchased by SAIF pursuant to the SAIF Subscription Agreement, such registration statement to be filed on the Business Day after the Closing Date. The Company shall use its reasonable best efforts (subject to the receipt of necessary information from SAIF) to cause the SAIF Shelf Registration Statement to (i) be declared effective by the Commission within 90 days after the Closing Date after the Closing Date or as soon thereafter as reasonably practicable and in any event with 120 days of the Closing Date, and (ii) remain effective until the first to occur of (w) termination of this Agreement in accordance with the Section 6.10, (x) such time as all of the Registrable Securities covered by the Initial SAIF Shelf Registration Statement have been sold pursuant thereto, (y) the securities registered pursuant to the Shelf Registration Statement shall cease to be Registrable Securities and (z) the 42-month anniversary of the Closing Date; provided, however, that in the event that the Company suspends the use of the SAIF Shelf Registration Statement for a period in excess of 90 days in any twelve-month period pursuant to Section 2.2, then the date until which the Company shall be obligated to keep the SAIF Shelf Registration Statement effective pursuant to this clause (z) shall be extended on a day-for-day basis to the extent that any such suspensions exceeded such 90-day periods. Thereafter, the Company shall be entitled to withdraw the SAIF Shelf Registration Statement and SAIF shall use its reasonable best efforts have no further right to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of offer or sell any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial SAIF Shelf Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all prospectus relating thereto). The Registrable Securities covered by subject to the SAIF Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to shall not be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, underwritten unless the Company shall use otherwise consent in its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 sole discretion (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) which consent shall not be required unreasonably withheld), in which case SAIF shall select one or more nationally recognized firms of investment bankers to cover Registrable Securities act as the book-running managing Underwriter or Underwriters in connection with such offering and shall select any additional investment bankers and managers to be offered on a delayed or continuous basis pursuant used in connection with the offering; provided that such investment bankers and managers must be reasonably satisfactory to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceCompany.

Registration Statement. (a) As soon promptly as practicable after the date hereof (and execution of this Agreement, Associated, in no event later than the date that the definitive Proxy Statement has been filed cooperation with the SEC)Company, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application registration statement on Form S-4 (the registration statement together with the Nasdaq amendments thereto are defined as the "Registration Statement" and the prospectus and proxy materials contained therein are defined as the "Proxy Statement/Prospectus") with the SEC covering the Associated Common Stock to list be issued in the Registrable Securities covered by Merger (subject to the Initial Registration Statement immediately following sentence) and relating to the submission of the Merger to the shareholders of the Company for their approval, and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its all reasonable efforts to cause such the Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Dateas soon thereafter as practicable. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able Associated does not undertake to file and use a Registration Statement on post-effective amendments to Form S-3 (S-4 or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under separate registration statement to register the Securities Act covering the Registrable Securities sale of Associated Common Stock by affiliates of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis Company pursuant to Rule 415 145 promulgated under the Securities Act. The obligations Company will furnish to Associated all information concerning the Company and the Subsidiaries required to be set forth in the Registration Statement, and Associated will provide the Company and its counsel the opportunity to review and approve such information as set forth in the Registration Statement and Proxy Statement/Prospectus. Associated shall include in the Registration Statement and the Proxy Statement/Prospectus all information concerning Associated and the Associated Subsidiaries required to be set forth therein and will provide the Company and its counsel the opportunity to review and approve such information. Associated and the Company will each render to the other its full cooperation in preparing, filing, prosecuting the filing of, and amending the Registration Statement such that it comports at all times with the requirements of the Securities Act and the Exchange Act. Specifically, but without limitation, each will promptly advise the other if at any time before the Effective Time any information provided by it for inclusion in the Registration Statement appears to have been, or shall have become, incorrect or incomplete and will furnish the information necessary to correct such incorrect or incomplete information. As promptly as practicable after receipt of applicable regulatory approvals (although such mailing may occur prior to expiration of any post-approval waiting period) and the effectiveness of the Registration Statement, the Company will mail to its shareholders (a) a notice of the Meeting and the Proxy Statement/Prospectus, and (b) as promptly as practicable after approval thereof by Associated, such other supplementary proxy materials as may be necessary to make the Proxy Statement/Prospectus comply with the requirements of the Securities Act and the Exchange Act. Except as provided above and except with the prior written consent of Associated, the Company will not mail or otherwise furnish or publish to shareholders of the Company any proxy solicitation material or other material relating to the Merger that constitutes a "prospectus" within the meaning of the Securities Act. Associated shall also take any reasonable action required to be taken under any applicable Blue Sky Laws in connection with the issuance of the shares of Associated Common Stock to be issued as set forth in this Section 2(c) Agreement and the Company and the Company Subsidiaries shall not impact furnish all information concerning the obligations Company and the Company Subsidiaries, and the holders of the Company under Section 2(a) which shall continue to be Common Stock and other assistance as Associated may reasonably request in forceconnection with such action.

Registration Statement. (a) As soon The Company will, within ten (10) days of the Effective Time (as practicable after defined in the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SECMerger Agreement), the Company will use all reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to with the Securities Act (the “Registration Date”) Commission a Registration Statement or post-effective amendment with respect to an existing Registration Statement in order to provide for resales all of the Registrable Securities for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering the resale from time to time by the Holders of all of the Registrable Securities (the "Initial Shelf Registration"). The Initial Shelf Registration shall be on Form S-3 or any comparable or successor form permitting registration of Registrable Securities for resale by the Holders ("Form S-3"). The Company shall use all reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as soon as practicable after the filing thereof, and to keep the Initial Shelf Registration continuously effective under the Securities Act until (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the i) all Registrable Securities covered by the Initial Shelf Registration Statement and shall use its reasonable best efforts to have such been sold under the Initial Shelf Registration, or (ii) a subsequent Shelf Registration covering all of the Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be has been declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep or (iii) Holders no longer hold any Registrable Securities or (iv) all Registrable Securities held by Holders may be sold in compliance with Rule 144 (the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI"Effectiveness Period"). (b) Subject If the Initial Shelf Registration or any subsequent Shelf Registration ceases to be effective for any reason at any time during the provisions Effectiveness Period (other than because of Section 3the sale of all of the securities registered thereunder), the Company will shall use its all reasonable efforts to keep obtain the initial prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days of such cessation of effectiveness amend the Shelf Registration in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional "shelf" Registration Statement pursuant to Rule 415 covering all of the Registrable Securities (or any replacement a "Subsequent Shelf Registration"). If a Subsequent Shelf Registration Statement) is filed, the Company shall use all reasonable efforts to cause the Subsequent Shelf Registration to be declared effective as soon as practicable after such filing and to keep such Registration Statement continuously effective until the earlier end of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqEffectiveness Period. (c) From The Company shall supplement and after amend the date hereof until Shelf Registration or Subsequent Shelf Registration, as the Registration Termination Datecase may be, if required by the rules, regulations or instructions applicable to the registration form used by the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contraryfor such Shelf Registration, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement if required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under by the Securities Act. , or if reasonably requested by the holders of a majority of the securities included in such Registration Statement. (d) The obligations registration statement filed in accordance with this Section may include other securities of the Company under this Section 2(c) shall not impact the obligations with respect to which registration rights have been granted, and may include securities of the Company under Section 2(a) which shall continue to be in forcebeing sold for the account of the Company.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed Parent shall promptly prepare at its sole expense, with the SEC), cooperation of the Company will prepare and file and use reasonable efforts Accredited Shareholders with respect to cause to be declared effective or otherwise become effective pursuant information relating to the Securities Act (Accredited Shareholders or their sale of Parent Shares, and Parent at its sole expense shall file with the “Registration Date”) SEC prior to the expiration of the Lock-Up Period, a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 or other appropriate short-form registration statement (or a successor formthe "US REGISTRATION STATEMENT") if under the Company is eligible Act, with respect to use such form and shall be an automatically effective Registration Statement if the Company is a WKSIRestricted Parent Shares. (b) Subject Parent, with the cooperation of the Accredited Shareholders with respect to information relating to the Accredited Shareholders or their sale of such Parent Shares, shall cause the US Registration Statement to comply as to form in all material respects with the applicable provisions of Section 3the Act and the rules and regulations thereunder. Parent shall use all reasonable efforts, and the Company Accredited Shareholders will cooperate with Parent, to have the US Registration Statement declared effective by the SEC prior to the expiration of the Lock-Up Period. Parent shall use its commercially reasonable efforts to keep obtain, prior to the initial effective date of the US Registration Statement, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the sale of such Parent Shares by the Accredited Shareholders and will pay all expenses incident thereto. (c) Parent agrees that the US Registration Statement (and each amendment or supplement thereto at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and indemnifies and holds harmless the Accredited Shareholders with respect to any breach of the foregoing; PROVIDED, HOWEVER, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by Parent in reliance upon and in conformity with written information concerning the Accredited Shareholders furnished to Parent by the Accredited Shareholders specifically for use in the US Registration Statement or any replacement amendment thereto, and the Accredited Shareholders and their counsel have been given reasonable opportunity to review the US Registration StatementStatement or any amendment thereto prior to filing. (d) continuously Parent shall advise the Accredited Shareholders, promptly after it receives notice thereof, of the time when the US Registration Statement has become effective. Parent shall cause the US Registration Statement to remain effective until the earlier of (1) the date at which all of the Restricted Parent Shares have been sold by the Accredited Shareholders or (2) 41 twelve months following the Registration Date (the "EFFECTIVE PERIOD"). Parent at its expense shall provide the shareholders with such earlier datenumber of copies of the US Registration Statement and any amendments thereto as any Accredited Shareholder may reasonably request from time to time. (e) The Accredited Shareholders agree that (A) the written information provided by each of them for inclusion in the US Registration Statement and each amendment or supplement thereto at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the “statements therein, in light of the circumstances under which they were made, not misleading and (B) such Accredited Shareholders, upon notification from Parent, shall not use the US Registration Termination Statement to effect sales of Parent Shares for any reasonable time period during which Parent is amending the US Registration Statement to reflect material developments, as specified in the notice from Parent. (f) With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Parent Shares to the public without registration, or pursuant to a registration on Form S-3, for a period of three (3) years following the Closing Date”): , Parent agrees to use its reasonable best efforts to: (i) Make and keep public information available, as those terms are understood and defined in Rule 144 promulgated under the date on Act, at all times after the share purchase; (ii) File with the SEC in a timely manner all reports and other documents required of Parent under the Act and the Exchange Act; and (iii) So long as an Accredited Shareholder or its assignee or transferee who is identified to Parent in writing ("ACCREDITED HOLDER") owns any Parent Shares, and Parent has been notified of the name, address and holdings of such Accredited Holder, to furnish to that Accredited Holder forthwith upon request a written statement by Parent as to its compliance with the reporting requirements of said Rule 144, and of the Act and the Exchange Act, a copy of the most recent annual or quarterly report of Parent, and such other reports and documents of Parent as such Accredited Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing such Accredited Holder to sell any such Parent Shares without registration. (i) To the extent permitted by law, Parent will indemnify and hold harmless each Shareholder, any underwriter (as defined in the Act) for such Shareholder, its officers, directors, shareholders or partners and each person, if any, who controls such Shareholder or underwriter within the meaning of the Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which all Registrable Securities covered by they may become subject under the Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations with respect to the Registration Statement have been sold thereunder (collectively, a "VIOLATION"): (A) any untrue statement or alleged untrue statement of a material fact, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (B) the omission or alleged omission to state therein a material fact required 42 to be stated therein, or necessary to make the statements therein not misleading or (C) any violation or alleged violation by Parent of the Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Act, the Exchange Act or any state securities law; and Parent will pay to each such Shareholder (and its officers, directors, stockholders or partners), underwriter or controlling person, any legal or other expenses reasonably incurred by them in accordance connection with investigating or defending any such loss, claim, damage, liability, or action; PROVIDED, HOWEVER, that the plan indemnity agreement contained in this SECTION 6.9(g)(i) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of Parent; nor shall Parent be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon (1) a Violation which occurs in reliance upon and method of distribution disclosed in conformity with written information furnished expressly for use in the Registration Statement by any such Shareholder or (2) a Violation that would not have occurred if such Shareholder had delivered to the purchaser the version of the prospectus included in most recently made available by Parent to the Shareholder as of the date of such sale. (ii) To the extent permitted by law, each selling Shareholder, severally and not jointly, will indemnify and hold harmless Parent, each of its directors, each of its officers who has signed the Registration Statement, each person, if any, who controls Parent within the meaning of the Act, any underwriter, any other Shareholder selling securities pursuant to the Registration Statement and any controlling person of any such underwriter or other Shareholder, against any losses, claims, damages, or liabilities (iijoint or several) there otherwise cease to which any of the foregoing persons may become subject, under the Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation (which includes without limitation the failure of the Shareholder to comply with the prospectus delivery requirements under the Act, and the failure of the Shareholder to deliver the most current prospectus made available by Parent prior to such sale), in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Shareholder expressly for use in the Registration Statement or such Violation is caused by the Shareholder's failure to deliver to the purchaser of the Shareholder's Parent Share the most current version of the prospectus (or amendment or supplement thereto) that had been made available to the Shareholder by Parent; and each such Shareholder will pay any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this SECTION 6.9(g)(ii) in connection with investigating or defending any Registrable Securities such loss, claim, damage, liability, or action; PROVIDED, HOWEVER, that the indemnity agreement contained in this SECTION 6.9(g)(ii) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Shareholder. The aggregate indemnification and contribution liability of each shareholder under this SECTION 6.9(g)(ii) shall not exceed the net proceeds received by such Shareholder in connection with sale of shares pursuant to the Registration Statement. (iii) if Each Person entitled to indemnification under this SECTION 6.9(g) (for purposes of this SECTION 6.9(g), the Company consolidates "REGISTRATION INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the "REGISTRATION INDEMNIFYING PARTY") promptly after such Registration Indemnified Party has actual knowledge of any claim as to which indemnity may be sought and shall permit the Registration Indemnifying Party to assume the defense of any such claim and any litigation resulting therefrom; PROVIDED, that counsel for the Registration Indemnifying Party who conducts the defense of such claim or merges any litigation resulting therefrom shall be approved by the Registration Indemnified Party (whose approval shall not unreasonably be withheld), and the Registration Indemnified Party may participate in such defense at such party's expense; PROVIDED FURTHER, that the failure of any Registration Indemnified Party to give notice as provided herein shall not relieve the Registration Indemnifying Party of its obligations under this SECTION 6.9(g) unless the Registration Indemnifying Party is materially prejudiced thereby. No Registration Indemnifying Party, in the defense of any such claim or litigation, shall (except with the consent of each Registration Indemnified Party) consent to entry of any judgment or enter into any Person in a transaction settlement that constitutes a Make-Whole Fundamental Change and does not include as an unconditional term thereof the Company Common Stock is, in whole giving by the claimant or in part, converted into or exchanged for securities plaintiff to such Registration Indemnified Party of a different issuer and/or cash release from all liability in respect to such claim or litigation. Each Registration Indemnified Party shall furnish such information regarding itself or the claim in question as a transaction that will constitute a Change Registration Indemnifying Party may reasonably request in Control writing and as shall be reasonably required in connection with the shares defense of Company Common Stock are delisted from Nasdaqsuch claim and litigation resulting therefrom. (civ) From and after To the date hereof until extent that the indemnification provided for in this SECTION 6.9(g) is held by a court of competent jurisdiction to be unavailable to a Registration Indemnified Party with respect to any loss, liability, claim, damage or expense referred to herein, then the Registration Termination DateIndemnifying Party, the Company in lieu of indemnifying such Registration Indemnified Party hereunder, shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein contribute to the contraryamount paid or payable by such Registration Indemnified Party as a result of such loss, during liability, claim, damage or expense in such period proportion as is appropriate to reflect the relative fault of time from and after the Registration Date that Indemnifying Party on the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities one hand and of the requesting party Registration Indemnified Party on the other in connection with the statements or partiesomissions which resulted in such loss, liability, claim, damage or expense, as applicable, well as any other relevant equitable considerations. The relative fault of the Registration Indemnifying Party and use reasonable efforts to cause such of the Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities Indemnified Party shall be $75,000,000. Any determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Registration Statement required Indemnifying Party or by the Registration Indemnified Party and the parties' relative intent, knowledge, access to be filed pursuant information and opportunity to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed correct or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceprevent such statement or omission.

Registration Statement. (a) As soon promptly as practicable after the date hereof (possible, and in no any event later than on or prior to the date that the definitive Proxy Statement has been filed with the SEC)Initial Filing Date, the Company will shall prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to with the Securities Act (the “Registration Date”) SEC a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales covering the resale of all Registrable Securities for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under 415. 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 Exchange Act) and shall contain (except if otherwise directed by the Investors or requested by the SEC) the “Plan of Distribution” in substantially the form attached hereto as Exhibit B and the “Selling Stockholders” in substantially the form attached hereto as Exhibit C. To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the initial Registration Statement filed pursuant to this Section 5.1(a) (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare file additional Registration Statements (each an “Additional Registration Statement”), as promptly as possible, and file a supplemental listing application with in any event on or prior to the Nasdaq Additional Filing Date, successively trying to list register on each such Additional Registration Statement the maximum number of remaining Registrable Securities until all of the Registrable Securities covered by have been registered with the Initial Registration Statement and SEC. (b) The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its commercially reasonable efforts to cause such each Registration Statement to be declared effective or otherwise by the SEC as promptly as possible after the filing thereof, but in any event prior to become effective under the Securities Act applicable Required Effectiveness Date, and will shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any earlier of the date that all Registrable Securities covered by such Registration Statement filed have been sold or can be sold publicly without restriction or limitation under Rule 144 (including, without limitation, the requirement to be in compliance with Rule 144(c)(1)) (the “Effectiveness Period”); provided that, upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement within three (3) Trading Days after receipt of such notice and request that it becomes effective on 4:00 p.m. New York City time on the Effective ▇▇▇▇ and file a prospectus supplement for any Registration Statement, whether or not required under Rule 424 (or otherwise), by 9:00 a.m. New York City time the day after the Effective Date. (c) The Company shall notify the Investors in writing promptly (and in any event within two Trading Days) after receiving notification from the SEC that a Registration Statement has been declared effective. (d) Should an Event (as defined below) occur, then upon the occurrence of such Event, and on every monthly anniversary thereof until the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as liquidated damages and not as a penalty, equal to two percent (2.0%) of the aggregate Purchase Price of the Registrable Securities then held by the Investor; provided, however, that the total amount of payments pursuant to this Section 2 5.1(d) shall cover only not exceed, when aggregated with all such payments paid to all Investors, ten percent (10%) of the aggregate Purchase Price hereunder; provided, further, that Events occurring pursuant to clause (iv) of such definition shall not count toward, or be subject to such ten percent (10%) cap. The payments to which an Investor shall be entitled pursuant to this Section 5.1(d) are referred to herein as “Event Payments.” Any Event Payments payable pursuant to the terms hereof shall apply on a pro-rated basis for any portion of a month prior to the cure of an Event. In the event the Company fails to make Event Payments in a timely manner, such Event Payments shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full. All pro-rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro-rated month. For such purposes, each of the following shall constitute an “Event”: (i) a Registration Statement is not filed on or prior to its Filing Date or is not declared effective on or prior to its Required Effectiveness Date or does not register all Registrable Securities; provided that if the SEC, by written or oral comment or otherwise, limits the Company’s ability to request effectiveness, or prohibits the effectiveness of, a Registration Statement with respect to any or all the Registrable Securities pursuant to Rule 415, it shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use reasonable best efforts; (ii) except as provided for in Section 5.1(e) (the “Excluded Events”), after the Effective Date of a Registration Statement, an Investor is not permitted to sell Registrable Securities under the Registration Statement (or a subsequent Registration Statement filed in replacement thereof) for any reason (other than the fault of such Investor) for five (5) or more Trading Days (whether or not consecutive); (iii) except as a result of the Excluded Events, the Common Stock is not listed or quoted, or is suspended from trading, on an Eligible Market for a period of three Trading Days (which need not be consecutive Trading Days) during the Effectiveness Period; and (iv) at any time during the period commencing from the six (6) month anniversary of the Closing Date and ending at the termination of the Effectiveness Period, if a Registration Statement is not available for the resale of all of the Registrable Securities and the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c); provided, that Event Payments on the Registrable Securities may not accrue under more than one of the foregoing clauses (i), (ii), (iii) and (iv), at any one time; and provided further, that (1) upon the filing of the Registration Statement as required hereunder (in the case of Section 5.1(i)), (2) upon the effectiveness of a Registration Statement as required hereunder (in the case of Section 5.1(ii)), (3) upon the resumed trading of the Common Stock (in the case of Section 5.1(iii)), or (4) upon the resumption of an Investors ability to resell the Registrable Securities under an effective Registration Statement or the Company’s satisfaction of the current public information requirement under Rule 144(c) of the Securities Act (in the case of Section 5.1(d)), Event Payments on the Registrable Securities as a result of such clause shall cease to accrue. It is understood and agreed that, notwithstanding any provision to the contrary, no Event Payments shall accrue on any Registrable Securities that are then covered by, and may be sold under, an Effective Registration Statement. (e) Notwithstanding anything in this Agreement to the contrary: (i) notwithstanding Section 5.1, the Company, upon written notice to the Investors, shall be on Form S-3 permitted to suspend the availability of a Registration Statement covering the Registrable Securities for any bona fide reason whatsoever for up to 15 consecutive days (or a successor formthe “Deferral Period”) if in any 90-day period without being obligated to pay liquidated damages; provided, that Deferral Periods may not total more than 45 days in the aggregate in any twelve-month period. The Company shall not be required to specify in the written notice to the Investors the nature of the event giving rise to the Deferral Period; and (ii) the Company is eligible may, by written notice to use such form and shall be an automatically effective the Investors, suspend sales under a Registration Statement after the Effective Date thereof and/or require that the Investors immediately cease the sale of shares of Common Stock pursuant thereto and/or defer the filing of any subsequent Registration Statement if the Company is engaged in a WKSI. material merger, acquisition or sale and the Board of Directors determines in good faith, by appropriate resolutions, that, as a result of such activity, (bA) Subject it would be materially detrimental to the provisions Company (other than as relating solely to the price of Section 3, the Common Stock) to maintain a Registration Statement at such time or (B) it is in the best interests of the Company will use its reasonable efforts to keep suspend sales under such registration at such time. Upon receipt of such notice, each Investor shall immediately discontinue any sales of Registrable Securities pursuant to such registration until such Investor is advised in writing by the initial Registration Statement Company that the current Prospectus or amended Prospectus, as applicable, may be used. In no event, however, shall this right be exercised to suspend sales beyond the period during which (or any replacement Registration Statement) continuously effective until in the earlier good faith determination of (such earlier date, the “Registration Termination Date”): (iCompany’s Board of Directors) the date on which all Registrable Securities covered by failure to require such suspension would be materially detrimental to the Registration Statement have been sold thereunder Company. The Company’s rights under this Section 5(e) may be exercised for a period of no more than 20 calendar days at a time and not more than three times in accordance with the plan and method any twelve-month period, without such suspension being considered as part of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and an Event Payment determination. Immediately after the date hereof until the Registration Termination Dateend of any suspension period under this Section 5(e), the Company shall use its reasonable efforts take all necessary actions (including filing any required supplemental prospectus) to maintain eligibility to be able to file and use a restore the effectiveness of the applicable Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein and the ability of the Investors to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the publicly resell their Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any effective Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceStatement.

Registration Statement. (a) As soon as practicable after the date hereof (Upon completion of a Qualified Offering, Purchaser shall use commercially reasonable efforts to prepare, and in no event later than the date that the definitive Proxy Statement has been file or cause to be prepared, and filed with the SEC), the Company will prepare and file and use reasonable efforts a registration statement on Form S-1 or any other form available to cause to be declared effective or otherwise become effective pursuant to the Securities Act Purchaser (the “Registration DateStatement”) a Registration Statement or post-effective amendment to for an existing Registration Statement in order to provide for resales of Registrable Securities offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act or any successor thereto registering the resale from time to time by the parties listed on Schedule II hereto and the Landlord with respect to the Lease Shares (the “Stock Recipients”) of (i) all of the Purchaser Stock Consideration, (ii) the Underlying Shares contained in the Earnout Consideration, to the extent available under SEC rules, and (iii) the Lease Shares, to the extent available under SEC rules (collectively, the “Registration Shares”). Purchaser shall use commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as soon as possible after filing (the date on which the Registration Statement becomes effective, the “Effectiveness Date”). During the period beginning on the Effectiveness Date and for a period of one (1) year following the Effectiveness Date, Purchaser shall use its commercially reasonable efforts to keep the Registration Statement continuously effective and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, to ensure that another registration statement meeting the requirements of this Section 6.5(a) is available, under the Securities Act at all times until all of the Registration Shares has been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or until such time as the Registration Shares can be sold by the Stock Recipients without volume or manner of restriction under Rule 144 under the Securities Act or pursuant to another available exemption under SEC rules. The Registration Statement filed with the SEC pursuant to this Section 6.5(a) shall contain a prospectus in such form as to permit each Stock Recipient to sell such Stock Recipient’s Registration Shares pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the “Initial Registration Statement”). By SEC then in effect) at any time beginning on the Effectiveness Date, and shall provide that the Registration DateShares may be sold pursuant to any method or combination of methods legally available to, and requested by, such Stock Recipient. To the extent that the Purchaser and its legal counsel reasonably determine that the Registration Statement cannot register all of the Registration Shares, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall Purchaser will use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use commercially reasonable efforts to file register such additional remaining Registration Statements to cover resales Shares within one (1) year thereafter. In the event of any Registrable Securities that are not registered for resale pursuant to a cutback by the Initial Registration Statement SEC, the Purchaser will notify Stock Recipients of such cutback, and will use its reasonable efforts to cause such amend the Registration Statement to include the maximum number of Registration Shares that the SEC will allow. Notwithstanding anything contained in this Section 6.5, no registration of any Registration Shares will be declared effective or otherwise required in the event that Purchaser and its counsel determine that registration is not required for the Stock Recipients to become effective dispose of their Registration Shares pursuant to an exemption from registration under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSIAct. (b) Subject Notwithstanding Section 6.5(a) above, prior to the provisions filing a Registration Statement or prospectus, or any amendment or supplement thereto, Purchaser shall furnish to Stock Recipients and their legal counsel, copies of Section 3such Registration Statement as proposed to be filed, the Company will use its reasonable efforts each amendment and supplement to keep the initial such Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier datein each case including all exhibits thereto and documents incorporated by reference therein), the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as Sellers or their legal counsel may reasonably request in order to facilitate the disposition of the Registration StatementShares, (ii) there otherwise cease and provide Stock Recipients with the opportunity to be object to any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change information pertaining to Stock Recipients and the Company Common plan of distribution that is contained therein and make the corrections reasonably requested by Stock isRecipients with respect to such information prior to filing such Registration Statement or such other registration statement or supplement or amendment thereto; provided, in whole or in parthowever, converted into or exchanged for securities Stock Recipients shall provide such objections and/or corrections within five (5) days of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares receipt of Company Common Stock are delisted from Nasdaqsuch Registration Statement. (c) From When effective, Purchaser covenants and after the date hereof until agrees that the Registration Termination Date, Statement (including the Company shall use its reasonable efforts documents incorporated therein by reference) will comply as to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period in all material respects with all applicable requirements of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering and the Registrable Securities Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectuses contained in such Registration Statement, in light of the requesting party or parties, as applicable, and use reasonable efforts to cause such circumstances under which a statement is made). (d) Purchaser shall notify Stock Recipients in writing of the effectiveness of the Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable practicable, and in any event within one (1) Business Day after filing thereof. Each the Effectiveness Date, and shall furnish to them, without charge, such written request must specify number of copies of the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required (including any amendments, supplements and exhibits), the prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference in the Registration Statement or such other documents as Sellers may reasonably request in order to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under facilitate the Securities Act. The obligations sale of the Company under this Section 2(c) shall not impact Registration Shares in the obligations of manner described in the Company under Section 2(a) which shall continue to be in forceRegistration Statement.

Registration Statement. (a) As soon as practicable after following the date hereof closing of the purchase and sale of the securities contemplated by the Purchase Agreement (and in the "Closing Date") but no event later than the date that the definitive Proxy Statement has been filed with the SEC)March 31, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act 2006 (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”"Filing Deadline"). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a SEC one Registration Statement on Form S-1 (or any successor form) under or, if Form S-3 is then available to the Securities Act covering Company for the Registrable Securities registration of the requesting party resale of the Shares, on Form S-3) for a secondary or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered resale offering on a delayed or continuous basis pursuant to Rule 415 of the Registrable Securities in an amount at least equal to the number of Shares. Such Registration Statement shall include the plan of distribution substantially in the form attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the Securities Act1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The obligations Registration Statement shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission; provided, however, in the event that the Company receives a notice that the Registration Statement or amendment to the Registration Statement will not be reviewed by the SEC, the Company may make immaterial updates to the prior version of the Registration Statement or amendment and file such updated Registration Statement or amendment without providing the Investors or their counsel an opportunity to review the Registration Statement or amendment. If a 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 each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor for each 30-day period (or pro rata for any portion thereof) following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made on the last day of each calendar month and shall be in lieu of any other monetary damages the Investors may seek or obtain as a result of the respective delay; provided, however, nothing herein shall prohibit an Investor from seeking specific performance of the Company's obligations under this Section 2(c) Agreement. Such payments shall not impact the obligations of the Company under Section 2(a) which shall continue be made to be each Investor in forcecash.

Registration Statement. (a) As soon as practicable after On or prior to the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)Filing Date, the Company will Acquiror shall prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to with the Securities Act (the “Registration Date”) SEC a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales covering the resale of all Registrable Securities for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under (or any successor provision); provided, that if any Registrable Securities are issued after the Securities Act (Filing Date or the “Initial Registration Statement”). By date that the Registration DateStatement is declared effective, the Company Acquiror shall prepare and take commercially reasonable steps to include such Registrable Securities in the Registration Statement or file a supplemental listing application with new Registration Statement covering the Nasdaq to list the resale of such Registrable Securities covered by within 120 days after such Registrable Securities are issued; provided, that the Initial Acquiror qualifies to include such Registrable Securities in a Registration Statement and on Form S-3 at such time. (b) The Acquiror shall use its reasonable best efforts to have such Registrable Securities approved for listing on cause the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act as promptly as possible, and will shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (i) the date that all Registrable Securities covered by such earlier date, the “Registration Termination Date”): Statement have been sold pursuant to such Registration Statement or under Rule 144 or (iii) the date on which all Registrable Securities covered may be immediately sold to the public by non-affiliates without registration or restriction (including, without limitation, as to volume by each holder thereof) under the Registration Statement have been sold thereunder in accordance with Securities Act (the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq“Effectiveness Period”). (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein in this Agreement to the contrary, during such period of time from and after the Registration Date that Acquiror may, by written notice to the Company ceases to be eligible to file or use Investors, suspend sales under a Registration Statement on Form S-3 (or any successor form thereto), upon after the written request Effective Date thereof and/or require that each Investor immediately cease the sale of Registrable Securities pursuant thereto and/or defer the filing of any holder subsequent Registration Statement if the Acquiror is engaged in a material merger, acquisition or holders sale or another event has occurred and the Board of Registrable SecuritiesDirectors of the Acquiror determines in good faith, by appropriate resolutions, that, as a result of such activity or event, (a) it would be materially detrimental to the Company shall use its reasonable efforts Acquiror (other than as relating solely to file the price of the Common Stock) to maintain a Registration Statement on Form S-1 at such time or (or b) it is in the best interests of the Acquiror to suspend sales under such Registration Statement at such time. Upon receipt of such notice by the Investors, each Investor shall immediately discontinue any successor form) under the Securities Act covering the sales of Registrable Securities of pursuant to such registration until the requesting party Investors are advised in writing by the Acquiror that the current Prospectus or partiesamended Prospectus, as applicable, and use reasonable efforts may be used. In no event, however, shall this right be exercised to cause suspend sales beyond the period during which (in the good faith determination of the Board of Directors of the Acquiror) the failure to require such Registration Statement to suspension would be declared effective pursuant materially detrimental to the Securities Act as soon as reasonably practicable Acquiror. Immediately after filing thereof. Each such written request must specify the amount and intended manner end of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company any suspension period under this Section 2(c2.01(c), the Acquiror shall use reasonable best efforts to take all necessary actions (including filing any required supplemental Prospectus) shall not impact to restore the obligations effectiveness of the Company under Section 2(a) which shall continue applicable Registration Statement and the ability of each Investor to be in forcepublicly resell its Registrable Securities pursuant to such effective Registration Statement.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)On or prior to a Filing Date, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Dateif any, the Company shall prepare and file a supplemental listing application with the Nasdaq Commission a Registration Statement covering the resale of all Registrable Securities for an offering to list be made on a continuous basis pursuant to Rule 415. Each Registration Statement shall be on Form S-1 (except if the Company is eligible to register for resale the Registrable Securities covered on Form S-3, in which case such registration may be on Form S-3) and shall contain the "Plan of Distribution" attached hereto as EXHIBIT B or such other "Plan of Distribution" language approved by the Initial Holders. The Company shall cause such Registration Statement and to remain effective as provided herein. The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use commercially reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial initial Registration Statement as soon as practicable after the Closing Date, and will use its reasonable best efforts to cause such each Registration Statement to be declared effective or otherwise to become effective under the Securities Act on or before the Effectiveness Date, and will shall use its reasonable best efforts to keep the each Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any date which is two (2) years after the date that such Registration Statement filed is declared effective by the Commission or such earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor formRule 144(k) if as determined by the counsel to the Company is eligible pursuant to use a written opinion letter to such form effect, addressed and shall be an automatically effective Registration Statement if reasonably acceptable to the Company is a WKSICompany's transfer agent and the affected Holders (the "Effectiveness Period"). (b) Subject If any Registration Statement shall not be declared effective by the Commission on or prior to the provisions of Section 3applicable Effectiveness Date (an "Event", the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) and the date on which all Registrable Securities covered by being the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii"Event Date") there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock isthen, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and addition to any other rights available to the shares of Company Common Stock are delisted from Nasdaq. Holders: (cx) From and after the date hereof until the Registration Termination on each Event Date, the Company shall use its reasonable efforts pay to maintain eligibility each Holder an amount in cash, as liquidated damages and not as a penalty, equal to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein 1% of the aggregate purchase price paid by such Holder pursuant to the contrary, during Purchase Agreement; and (y) on each monthly anniversary of each such period of time from and after Event Date thereof (if the Registration Date that applicable Event shall not have been cured by such date) until the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securitiesapplicable Event is cured, the Company shall use its reasonable efforts pay to file each Holder an amount in cash, as liquidated damages and not as a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities penalty, equal to 1% of the requesting party or parties, as applicable, and use reasonable efforts to cause aggregate purchase price paid by such Registration Statement to be declared effective Holder pursuant to the Securities Act as soon as reasonably practicable after filing thereofPurchase Agreement. Each such written request must specify If the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required Company fails to be filed pay any liquidated damages pursuant to this Section 2(cin full within seven (7) shall not be required to cover Registrable Securities days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be offered on a delayed or continuous basis pursuant paid by applicable law) to Rule 415 under the Securities Act. The obligations of Holder, accruing daily from the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in forcefull.

Registration Statement. Promptly following the closing of the ---------------------- purchase and sale of shares of Common Stock contemplated by the Purchase Agreement (athe "Closing Date") As soon as practicable but no later thirty (30) days after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act Closing Date (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”"Filing Deadline"). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to list the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable Securities covered by in an amount at least equal to the Initial number of shares of Common Stock issued to the Investors on the Closing Date plus the number of shares of Common Stock necessary to permit the exercise in full of the Warrants. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to have such obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities approved for listing is not filed with the SEC on or prior to the Nasdaq, subject only to official notice of issuance. In additionFiling Deadline, the Company will from time make pro rata payments to time use reasonable efforts each Investor, as liquidated damages and not as a penalty, in an amount equal to file 2.0% of the aggregate amount paid by such additional Registration Statements Investor on the Closing Date to cover resales of the Company for any Registrable Securities that are not registered 30-day period or pro rata for resale pursuant to a any portion thereof following the Initial Registration Statement and will use its reasonable efforts to cause date by which such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the should have been filed for which no Registration Statement continuously effective under is filed with respect to the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities. Such payments shall constitute the Investors' exclusive remedy for such events, except for the Investors' right to seek equitable remedies, such as specific performance. Such payments shall be on Form S-3 (or a successor form) if made to each Investor in cash or, at the Company is eligible to use option of such form Investor, in additional fully paid and non-assessable shares of Common Stock not later than three Business Days following the end of each 30-day period. For this purpose, each share of Common Stock shall be an automatically effective Registration Statement if the Company is deemed to have a WKSI. (b) Subject value equal to the provisions arithmetic mean of Section 3, the Company will use its reasonable efforts to keep Closing Prices for the initial Registration Statement ten (or any replacement Registration Statement10) continuously effective until the earlier of trading days beginning twenty (such earlier date, the “Registration Termination Date”): (i20) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein trading days prior to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition issuance of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceshares.

Registration Statement. (a) As soon as reasonably practicable after the date hereof (and in no event later than issuance of the date that the definitive Proxy Statement has been filed with the SEC)Notes, the Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) in each case no later than February 29, 2016 a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (subject to the “Initial availability of a Registration Statement on Form S-3 or any successor form thereto), which Registration Statement will (except to the extent the SEC objects in written comments upon the SEC’s review of such Registration Statement”). By ) include the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice Plan of issuanceDistribution. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination DateDate (in each case subject to the availability of a Registration Statement on Form S-3 or any successor form thereto). Any Registration Statement filed pursuant to this Section 2 Article V shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 35.02 and further subject to the availability of a Registration Statement on Form S-3 (or any successor form thereto) to the Company pursuant to the Securities Act and the rules and interpretations of the SEC, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and Securities, (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqNYSE and (iv) the seventh (7th) anniversary of the Closing Date. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date February 29, 2016 that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000200,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c5.01(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c5.01(c) shall not impact the obligations of the Company under Section 2(a5.01(a) which shall continue to be in force.