Common use of Resale Shelf Registration Statement Clause in Contracts

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts to, (i) between the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or 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 relevant Holder in accordance with any reasonable method of distribution agreed by the Company and such Holder) (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 and no later than ninety (90) days after the date of filing of such Resale Shelf Registration Statement (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, upon the written request of any Investor, the Company shall use its commercially reasonable best efforts to, to file within sixty (i60) between the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on such request a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant 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 F-3 or 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 relevant Holder such Holders in accordance with any reasonable method of distribution agreed elected by the Company and such HolderHolders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”) ), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC Commission as promptly as is reasonably practicable after the filing thereof and no later than ninety thereof, but in any event prior to the date that is one hundred eighty (90180) days after the date of filing of such Resale Shelf Registration Statement (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC original request made pursuant to Rule 462(e) if Rule 462(e) is available to the Company)this Section 1.1.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall file within ninety (90) days of the date hereof and use its commercially reasonable efforts to, (i) between the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder cause to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an go effective registration statement on as promptly as practicable a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant 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 F-3 or Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by the relevant Holder such Holders in accordance with any reasonable method of distribution agreed elected by the Company and such HolderHolders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”) ), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC Commission as promptly as is reasonably practicable after the filing thereof and no later than ninety (90) days after thereof. Notwithstanding the date foregoing, if the Commission prevents the Company from including any or all of filing of such the Registrable Securities on the Resale Shelf Registration Statement (it being agreed that due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be an automatic shelf registration statement reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall become effective upon filing continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the SEC pursuant to Rule 462(e) if Rule 462(e) is available applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company)’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay 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 “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable best efforts to, (i) between the date that is 180 to prepare and file within 120 days after the Closing Date and the first anniversary of the Closing Datedate hereof, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act 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 F-3 or 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 relevant Holder Holders in accordance with any reasonable method of distribution agreed elected by the Company and such HolderPurchasers) (the “Resale Shelf Registration Statement”) ), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall consist of an Automatic Shelf Registration Statement, or a prospectus supplement to an effective Automatic Shelf Registration Statement, that shall become effective upon filing with the SEC pursuant to Rule 462(e). If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable best 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 and no later than ninety (90) days after the date of filing of such Resale Shelf Registration Statement (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company)thereof.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall file on the date hereof and use its commercially reasonable efforts to, (i) between the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder cause to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an go effective registration statement on as promptly as practicable a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant 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 F-3 or Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by the relevant Holder such Holders in accordance with any reasonable method of distribution agreed elected by the Company Holders and provided for in such Holderregistration statement) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”) ), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC Commission as promptly as is reasonably practicable after the filing thereof and no later than ninety (90) days after thereof. Notwithstanding the date foregoing, if the Commission prevents the Company from including any or all of filing of such the Registrable Securities on the Resale Shelf Registration Statement (it being agreed that due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be an automatic shelf registration statement reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall become effective upon filing continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the SEC pursuant to Rule 462(e) if Rule 462(e) is available applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company)’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay 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 “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement.

Resale Shelf Registration Statement. Subject (a) Within thirty (30) days following the earlier to occur of (i) the other applicable provisions date that the Company qualifies for the use of this AgreementForm S-3 and (ii) March 15, 2007, the Company shall use its commercially reasonable efforts to, (i) between the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance file with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on Commission a registration statement on Form F-3 or Form S-3 covering (the "Shelf Registration Statement") relating to the offer and sale or distribution of all Registrable Securities by the VS Investors to the public, from time to time by the relevant Holderstime, on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (except if the subject to any Suspension Period(s) referred to below). The Company is not then eligible to register for resale the Registrable Securities on Form F-3 or 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 relevant Holder in accordance with any reasonable method of distribution agreed by the Company and such Holder) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable best efforts to cause such Resale the Shelf Registration Statement to be declared effective by the SEC Commission as promptly soon as is reasonably practicable after the filing thereof and no later than ninety (90) days after with the date of filing of such Resale Shelf Registration Statement (it being agreed that the Resale Commission. The Shelf Registration Statement shall specify the intended methods of distribution of the subject Registrable Securities, which in no event shall include underwritten offerings, whether on a firm commitment or best efforts basis. (b) The Company shall (i) cause the Shelf Registration Statement to include a resale prospectus intended to permit each VS Investor to sell, at such Investor's election, all or part of the Registrable Securities held by such Investor without restriction but in accordance with the intended methods of distribution set forth therein, (ii) prepare and file with the Commission such supplements, amendments and post-effective amendments to the Shelf Registration Statement as may be an automatic shelf necessary to keep the Shelf Registration Statement continuously effective (subject to any Suspension Period(s) referred to below) until August 15, 2007 (the "Required Period"), and (iii) use its reasonable efforts to cause the resale prospectus to be supplemented by any required prospectus supplement (subject to any Suspension Period(s) referred to below) during the Required Period; provided, however, that with respect to Registrable Securities registered pursuant to such Shelf Registration Statement, each VS Investor agrees that it will not enter into any transaction for the sale of any Registrable Securities pursuant to such registration statement during the time after the furnishing of the Company's notice that the Company is preparing a supplement to or an amendment of such resale prospectus or Shelf Registration Statement and until the filing and effectiveness thereof. (c) The Company may, by notice in writing to each Investor, require Investors to suspend use of any resale prospectus included in the Shelf Registration Statement for a reasonable time period (each such period, a "Suspension Period"), provided that all such suspensions shall become effective not exceed one hundred twenty (120) days in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such continued use would require disclosure of a material financing, acquisition or other corporate transaction or development, and the Board of Directors of the Company determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Board of Directors of the Company determines in good faith that there is a valid business purpose or reason for suspending such continued use. In the event of each Suspension Period, the Required Period shall be extended for a period equal to the number of days elapsed during such Suspension Period. (d) Each Investor agrees that, upon filing with receipt of notice from the SEC Company of the commencement of a Suspension Period (a "Suspension Notice"), such Investor will forthwith discontinue any disposition of Registrable Securities pursuant to the Shelf Registration Statement or any public sale or distribution, including pursuant to Rule 462(e144, until the earlier of (i) if Rule 462(ethe expiration of the Suspension Period and (ii) such Investor's receipt of a notice from the Company to the effect that such suspension has terminated. If so directed by the Company, such Investor will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Investor's possession, of the most recent resale prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. In the event of a Suspension Notice, the Company shall, promptly after the expiration of such Suspension Period, provide notice to all Investors that the Suspension Period has ended, and take any and all actions necessary or desirable to give effect to any Investor's rights under this Agreement that may have been affected by such notice. (e) Each Investor agrees that it shall furnish to the Company such information regarding such Investor and the methods of distribution of Registrable Securities intended by such Investor permitted hereunder (i) as the Company may, from time to time, reasonably request in writing and (ii) as shall be required by law or by the Commission in connection therewith. Each Investor agrees that information obtained by it or by its Inspectors (as defined below) shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company unless and until such information is made generally available to the Company)public.

Resale Shelf Registration Statement. (a) Subject to the other applicable provisions of this AgreementSection 2.5, the Company shall use its commercially reasonable efforts to, to (i) between prepare and file, on or before the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and thirteen (ii13) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Datedate hereof, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective a Resale Shelf Registration Statement (which will be a “shelf” registration statement on a registration statement on Form F-3 or Form S-3 covering with respect to the sale or distribution from time to time resale of Registrable Shares by the relevant Holders, Holders thereof on an appropriate form that complies in all material respects with applicable Commission rules for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the Act) that permits registration of such Registrable Securities Shares for resale by the relevant Holder Holders thereof in accordance with any reasonable method the methods of distribution agreed elected by the Company Holders and such Holder) (set forth in the “Resale Shelf Registration Statement”Statement and (ii) and shall use its commercially reasonable efforts to if such Resale Registration Statement is not declared effective automatically, cause such Resale Shelf Registration Statement to be declared effective by the SEC Commission as soon as reasonably practicable thereafter. Subject to Section 2.5, the Company shall use commercially reasonable efforts to keep the Resale Shelf Registration Statement continuously effective until such time as all of the shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Shares. (b) The Company shall prepare and file such additional registration statements as necessary every three (3) years and use its commercially reasonable efforts to cause such registration statements to become effective so that a Resale Shelf Registration Statement remains continuously effective, subject to Section 2.5, with respect to resales of Registrable Shares as and for the periods required under Sections 2.1(a) (each such subsequent registration statement to constitute a Resale Shelf Registration Statement hereunder). (c) At the request of the Company (which request, if made, shall be made at least ten (10) Business Days before any filing of a Resale Shelf Registration Statement), each Holder shall deliver a duly completed and executed written notice (each such notice, a “Notice and Questionnaire”) to the Company (i) confirming such Holder’s desire to include Registrable Shares held by it in a Resale Shelf Registration Statement, and (ii) containing all information about such Holder required to be included in such registration statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company (if requested by the Company) on or prior to the date five (5) Business Days prior to such time of effectiveness shall be named as a Selling Holder in such Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Shares in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as Selling Holders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as is reasonably practicable after the filing thereof thereof. Any Holder that has not delivered a duly completed and no later than ninety (90) days after executed Notice and Questionnaire, if requested by the date of filing of such Company, shall not be entitled to be named as a Selling Holder in, or have the Registrable Shares held by it covered by, a Resale Shelf Registration Statement (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company)Statement.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable best efforts to, to file within thirty (i30) between days of the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on hereof a registration statement on Form F-3 or Form S-3 Registration Statement covering the sale or distribution from time to time by the relevant 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 F-3 or 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 relevant Holder such Holders in accordance with any reasonable method of distribution agreed elected by the Company and such HolderHolders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”) and ). The Company shall use its commercially reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC Commission as promptly as is reasonably practicable after the filing thereof and no later than ninety thereof, but in any event prior to the date that is seventy-five (9075) days after the date of filing of such the Resale Shelf Registration Statement (it being agreed that Statement. In the event the Company files the Resale Shelf Registration Statement on Form S-1 and thereafter becomes eligible to use Form S-3, the Company shall use reasonable efforts to convert the Form S-1 Resale Shelf Registration Statement to Form S-3 as promptly as practicable. The Investor hereby acknowledges that the initial Resale Shelf Registration Statement will be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company)on Form S-1.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts toto file, (i) between as soon as is reasonably practicable following the date that is 180 of this Agreement, but in any event no later than sixty (60) days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between following the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Datehereof, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act Act, of all the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or 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 relevant Holder Holders in accordance with any reasonable method of distribution agreed elected by the Company and such HolderMajority Holders) (the “Resale Shelf Registration StatementRegistration”) 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 and no later than ninety (90) days after the date of filing of such Resale Shelf Registration Statement (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) under the Securities Act if Rule 462(e) is available to the Company). The parties agree that the Company may satisfy its obligations in this Section 1.01 by filing one or more prospectus supplements to an existing effective resale shelf registration statement to cover the sale or distribution by the Holders of all the then-Registrable Securities, in which case the term Resale Shelf Registration shall apply to such existing resale shelf registration statement, as so supplemented.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable best efforts to, to file within sixty (i60) between the date that is 180 days after following the Closing Date and have declared effective within ninety (90) days following the first anniversary of Closing Date (the “Effectiveness Deadline”; provided that, if the Commission provides comments to the applicable registration statement, then the Effectiveness Deadline shall be one hundred fifty (150) days following the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant 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 F-3 or 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 relevant Holder such Holders in accordance with any reasonable method of distribution agreed elected by the Company and such HolderHolders) (the “Resale Shelf Registration Statement”) ” and shall use its commercially reasonable efforts to cause such registration, the “Resale Shelf Registration Statement to be declared effective by Registration”), and if the SEC Company is a WKSI as promptly as is reasonably practicable after of the filing thereof and no later than ninety (90) days after the date of filing of such Resale Shelf Registration Statement (it being agreed that date, the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become Automatic Shelf Registration Statement. If a Resale Shelf Registration Statement covering the Registrable Securities is not effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available on or prior to the Company)Effectiveness Deadline, the Company shall pay each Investor, as liquidated damages and not as a penalty, an amount equal to 0.25% of such Investor’s applicable portion of the Purchase Price (as defined in the Purchase Agreement) for each full month or pro rata for any portion thereof following the Effectiveness Deadline for which no Resale Shelf Registration Statement is effective with respect to the Registrable Securities. Such payments shall constitute the Investor’s exclusive monetary remedy for such events, but shall not affect the right of the Investor to seek injunctive relief. Such payments shall be made to Investor in cash no later than three (3) business days after the end of each 30-day period.

Resale Shelf Registration Statement. Subject to Within 90 days of the other applicable provisions of this AgreementClosing Date, the Company Corporation shall use its commercially reasonable efforts to, (i) between the date that is 180 days after the Closing Date to prepare and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance file with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on SEC a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (except if Act, to permit the Company is not then eligible to register for public resale the of all Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form the terms and shall provide for the registration of such Registrable Securities for resale by the relevant Holder conditions specified in accordance with any reasonable method of distribution agreed by the Company and such Holder) this Section 2.01 (the “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement shall not include the Registrable Securities of any Person who is not a Holder under this Agreement. The Resale Shelf Registration Statement filed with the SEC pursuant to this Section 2.01 shall be on Form S-3 or, if Form S-3 is not then available to the Corporation, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities, covering the Registrable Securities, and shall contain a prospectus in such form as to permit any Selling Holder covered by such Resale Shelf Registration Statement to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect) and at any time beginning on the Effective Date for such Resale Shelf Registration Statement. The Corporation shall use its commercially reasonable efforts to cause such the Resale Shelf Registration Statement filed pursuant to this Section 2.01 to be declared effective by the SEC as promptly soon as is reasonably practicable after the filing thereof and no later than ninety (90) days after the date of filing of such Resale Shelf Registration Statement (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the CompanyCorporation).

Resale Shelf Registration Statement. Subject (a) The Company agrees to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts to, (i) between the date that is 180 file within 90 days after the Closing Date and the first anniversary effective date of the Closing Plan (the “Plan Effective Date”), register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective a shelf registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or 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 relevant Holder in accordance with any reasonable method of distribution agreed by the Company and such Holder) (the “Resale Shelf Registration Statement”) providing for the registration of, and shall the sale on a continuous or delayed basis by the Electing Holders (as defined below in Section 2(a)(iii)) of all Registrable Securities, pursuant to Rule 415 of the Securities Act or any similar rule that may be adopted by the Securities and Exchange Commission (the “Commission”). The Company agrees to use its commercially reasonable efforts to cause such the Resale Shelf Registration Statement to be declared become effective by the SEC as promptly as is reasonably practicable after the filing thereof and no later than ninety (90) within 180 days after the Plan Effective Date (the date of filing of such Resale Shelf Registration Statement effectiveness, the “Effective Time”). (it being agreed that b) Subject to the Company’s right to suspend the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(eSection 1(d) if Rule 462(ebelow, the Company agrees to use commercially reasonable efforts to keep the Resale Shelf Registration Statement continuously effective under the Securities Act in order to permit the Prospectus to be usable by the Electing Holders until such time as there are no longer any Registrable Securities (such period, the “Effective Period”). (c) After the Effective Time, within 10 Business Days after receipt of a duly completed and signed Notice and Questionnaire (as defined below) from any Holder that is available not then an Electing Holder, together with any other information as may be reasonably requested in writing by the Company from such Holder, the Company shall file such amendments to the Resale Shelf Registration Statement or supplements to the Prospectus as are reasonably necessary to permit such Holder to deliver the Prospectus to purchasers of Registrable Securities (subject to the Company’s right to suspend the use of the Resale Shelf Registration Statement or the Prospectus as set forth in Section 1(d)); provided, that in no event shall the Company be required to file more than one such amendment or supplement in any 90-day period. (d) The Company may delay or suspend the use of the Resale Shelf Registration Statement or the use of the Prospectus used in connection therewith, without incurring or accruing any obligation to pay any Additional Interest pursuant to Section 5 hereof, if the Company shall have determined in good faith that because of valid business reasons, including the acquisition or divestiture of assets, pending corporate developments, public filings with the Commission and similar events, it is in the best interests of the Company to delay or suspend such use, and prior to delaying or suspending such use the Company provides the Holders with written notice of such delay or suspension, which notice need not specify the nature of the event giving rise to such delay or suspension; provided that the aggregate duration for any periods during which use of the Resale Shelf Registration Statement or the Prospectus is delayed or suspended (each such period, a “Suspension Period”) shall not exceed 90 calendar days in the aggregate in any consecutive twelve-month period. (e) The Electing Holders holding a majority of the Registrable Securities (the “Required Holders”) shall be entitled to request underwritten offerings of the Registrable Securities pursuant to the Resale Shelf Registration Statement; provided, that the Company shall not be obligated to complete (i) more than two underwritten offerings during the Effective Period and (ii) more than one underwritten offering in any 180-day period. Upon receipt of such a request from the Required Holders, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the underwritten offering. The Required Holders shall have the right to select the managing underwriter(s) to administer any underwritten offering, subject to the prior approval of the Company, which approval shall not be unreasonably withheld. Except as provided in this Section 1(f), there shall otherwise be no limitation on the number of sales or takedowns off of the Resale Shelf Registration Statement. (g) If at any time the New Notes, pursuant to the Indenture, are convertible into securities other than New Common Stock, the Company shall cause such securities to be included in the Resale Shelf Registration Statement no later than the date on which the New Notes may then be convertible into such securities.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall file within ninety (90) days of the date hereof and use its commercially reasonable efforts to, (i) between the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder cause to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an go effective registration statement on as promptly as practicable a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant 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 F-3 or Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by the relevant Holder such Holders in accordance with any reasonable method of distribution agreed elected by the Company and such HolderHolders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”) ), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC Commission as promptly as is reasonably practicable after the filing thereof and no later than ninety (90) days after thereof. Notwithstanding the date foregoing, if the Commission prevents the Company from including any or all of filing of such the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders (it being agreed that a “Rule 415 Limitation”), the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be an automatic shelf registration statement reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall become effective upon filing continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the SEC pursuant to Rule 462(e) if Rule 462(e) is available applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company)’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay 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 “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable best efforts to, to file within three (i3) between months of the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on hereof a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant 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 F-3 or 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 relevant Holder such Holders in accordance with any reasonable method of distribution agreed elected by the Company and such HolderHolders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”) ), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC Commission as promptly as is reasonably practicable after the filing thereof and no later than ninety thereof, but in any event prior to the six (906) days after month anniversary of the date of filing this Agreement. A Resale Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and 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, in the case of any prospectus contained in such Resale Shelf Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Resale Shelf Registration Statement becomes effective, but in any event within three (3) business days after such date, the Company shall provide the Holders with written notice of the effectiveness of such Resale Shelf Registration Statement (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company)Statement.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable best efforts to, (i) between to prepare and file within the period of time commencing on the date that is 180 hereof and ending on the later of (a) 120 days after the Closing Date and date hereof or (b) 20 days after the date of the first anniversary of Company stockholder meeting held to approve the Closing Date, register all of the Registrable Securities held by Purchaser B authorization and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resaleSeries B Preferred Stock, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (or any similar provision adopted by the SEC then in effect), 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 F-3 or 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 relevant Holder Holders in accordance with any reasonable method of distribution agreed elected by the Company and such HolderHolders) (the “Resale Shelf Registration Statement”) ), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall consist of an Automatic Shelf Registration Statement, or a prospectus supplement to an effective Automatic Shelf Registration Statement, that shall become effective upon filing with the SEC pursuant to Rule 462(e). If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable best 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 and no later than ninety (90) days after the date of filing of such Resale Shelf Registration Statement (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company)thereof.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall file within one hundred eighty (180) days of the date hereof and use its commercially reasonable efforts to, (i) between the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder cause to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an go effective registration statement on as promptly as practicable a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant 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 F-3 or Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by the relevant Holder such Holders in accordance with any reasonable method of distribution agreed elected by the Company and such HolderHolders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”) ), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC Commission as promptly as is reasonably practicable after the filing thereof and no later than ninety (90) days after thereof. Notwithstanding the date foregoing, if the Commission prevents the Company from including any or all of filing of such the Registrable Securities on the Resale Shelf Registration Statement (it being agreed that due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be an automatic shelf registration statement reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall become effective upon filing continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the SEC pursuant to Rule 462(e) if Rule 462(e) is available applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company)’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration (as defined in Section 1.3) with respect to any or all of the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay 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 “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the (a) The Company shall use its commercially reasonable efforts tofile, as promptly as practicable, but in any event within 30 days, following the earlier to occur of (i) between the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance Company filing its 2016 Annual Report on Form 10-K with the terms of Securities and Exchange Commission (the Transaction Documents not already registered for resale, “Commission”) and (ii) between the date that is Company meeting the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder eligibility requirements to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on file a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such a shelf registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the relevant Holder in accordance with any reasonable method of distribution agreed by the Company and such Holder) statement (the “Resale Shelf Registration Statement”) providing for the registration of, and shall the sale on a continuous or delayed basis by the Electing Holders (as defined below in Section 3(a)(iii)) of all Registrable Securities, pursuant to Rule 415 of the Securities Act or any similar rule that may be adopted by the Commission. The Company agrees to use its commercially reasonable efforts to cause such the Resale Shelf Registration Statement to be declared become effective by the SEC as promptly as is reasonably practicable after the following such filing thereof and no later than ninety (90) days after the date of filing of such Resale Shelf Registration Statement effectiveness, the “Effective Time”). (it being agreed that b) Subject to the Company’s right to suspend the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(eSection 1(d) if Rule 462(ebelow, the Company agrees to use commercially reasonable efforts to keep the Resale Shelf Registration Statement continuously effective under the Securities Act in order to permit the Prospectus to be usable by the Electing Holders until such time as there are no longer any Registrable Securities (such period, the “Effective Period”). (c) After the Effective Time, within 10 Business Days after receipt of a duly completed and signed Notice and Questionnaire (as defined below) from any Holder that is available not then an Electing Holder, together with any other information as may be reasonably requested in writing by the Company from such Holder, the Company shall file such amendments to the Resale Shelf Registration Statement or supplements to the Prospectus as are reasonably necessary to permit such Holder to deliver the Prospectus to purchasers of Registrable Securities (subject to the Company’s right to suspend the use of the Resale Shelf Registration Statement or the Prospectus as set forth in Section 1(d)); provided, that in no event shall the Company be required to file more than one such amendment or supplement in any 90-day period. (d) The Company may delay or suspend the use of the Resale Shelf Registration Statement or the use of the Prospectus used in connection therewith if the Board of Directors of the Company shall have determined in good faith that because of valid business reasons, including the acquisition or divestiture of assets, pending corporate developments, public filings with the Commission and similar events, it is in the best interests of the Company to delay or suspend such use, and prior to delaying or suspending such use the Company provides the Holders with written notice of such delay or suspension, which notice need not specify the nature of the event giving rise to such delay or suspension; provided that the aggregate duration for any periods during which use of the Resale Shelf Registration Statement or the Prospectus is delayed or suspended (each such period, a “Suspension Period”) shall not exceed 60 consecutive calendar days, and shall not exceed 90 calendar days in the aggregate in any consecutive twelve-month period. (e) The Electing Holders holding a majority of the Registrable Securities (the “Required Holders”) shall be entitled to request underwritten offerings of the Registrable Securities pursuant to the Resale Shelf Registration Statement; provided, that the Company shall not be obligated to complete (i) more than two underwritten offerings during the Effective Period and (ii) more than one underwritten offering in any 180-day period. Upon receipt of such a request from the Required Holders, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the underwritten offering. The Required Holders shall have the right to select the managing underwriter(s) to administer any underwritten offering, subject to the prior approval of the Company, which approval shall not be unreasonably withheld. Except as provided in this Section 1(f), there shall otherwise be no limitation on the number of sales or takedowns off of the Resale Shelf Registration Statement.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable best efforts to, (i) between to prepare and file within 90 days following the closing date of the transactions contemplated by the Exchange Agreementthe period of time commencing on the date that is 180 hereof and ending on the later of (a) 120 days after the Closing Date and date hereof or (b) 20 days after the date of the first anniversary of Company stockholder meeting held to approve the Closing Date, register all of the Registrable Securities held by Purchaser B authorization and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resaleSeries B Preferred Stock, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on a registration statement on Form F-3 covering (or Form S-3 covering post-effective amendment to an existing registration statement in order to provide for) the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (or any similar provision adopted by the SEC then in effect), 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 F-3 or 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 relevant Holder Holders in accordance with any reasonable method of distribution agreed elected by the Company and such HolderHolders) (the “Resale Shelf Registration Statement”) ), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall consist of an Automatic Shelf Registration Statement, or a prospectus supplement to an effective Automatic Shelf Registration Statement, that shall become effective upon filing with the SEC pursuant to Rule 462(e). If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable best 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 and no later than ninety (90) days after the date of filing of such Resale Shelf Registration Statement (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company)thereof.”

Resale Shelf Registration Statement. Subject This Section 3.1(a) shall apply with respect to any shares of Common Stock issued or issuable upon exchange of Redeemable LLC Units during the other applicable provisions period, if any, beginning on the earlier of (a) the Company’s failure to file the Issuance Registration Statement within the four (4) week period specified in Section 2.1 and (b) if the Issuance Registration Statement has been filed but has not been declared effective by the Commission within sixty (60) days after the filing, the sixtieth (60th) day after such filing and ending, in each case, on the date upon which no Redeemable LLC Units or Registrable Securities remain outstanding(the “Supplemental Rights Period”); provided, however, that if the Company is unable to keep the Issuance Registration Statement effective until the Full Conversion Date (except as permitted pursuant to Section 3.3 hereof), the Holders shall be entitled to exercise the rights provided under this AgreementSection 3.1(a); and provided further, if the S-3 Expiration Date has occurred, the Supplemental Rights Period under this Section 3.1(a) will be suspended until the S-3 Expiration Date is no longer effective. During the Supplemental Rights Period, upon receipt of a written demand from one or more Holders (including any Unitholder), the Company shall will use its commercially reasonable best efforts to, (i) between the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance file with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on Commission a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or 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 relevant Holder in accordance with any reasonable method of distribution agreed by the Company and such Holder) (the “Resale Shelf Registration Statement”) under Rule 415 under the Securities Act that complies as to form in all material respects with applicable Commission rules to register the resale by such Holder(s) of shares of Common Stock issued or issuable upon exchange of their Redeemable LLC Units, such filing to be made within the thirty (30) day period following the date of such demand. The Company shall give written notice of the proposed filing of the Resale Shelf Registration Statement to all Holders of Registrable Securities and Redeemable LLC Units as soon as practicable (but in no event less than twenty (20) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in the Resale Shelf Registration Statement and to register the resale of shares of Common Stock issued or issuable upon exchange of their Redeemable LLC Units. The Company shall use its commercially reasonable efforts to cause such the Resale Shelf Registration Statement filed with the Commission to be declared effective by the SEC Commission as promptly soon as is reasonably practicable after following the filing thereof and no later than ninety (90) days after thereof. The Company agrees to use its commercially reasonable efforts to keep the date of filing of such Resale Shelf Registration Statement (it being agreed that continuously effective through the end of the Supplemental Rights Period. Notwithstanding anything to the contrary herein, to the extent the rules and regulations of the Commission permit the Company to use an Existing Shelf Registration Statement to register the resale by Holders of the shares of Common Stock to be issued upon the redemption of the Redeemable LLC Units, the Company shall be permitted to file a prospectus supplement or prepare such supplemental materials as are then required by the rules and regulations of the Commission in lieu of filing the Resale Shelf Registration Statement, in which case each reference in this Agreement to the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant deemed to Rule 462(e) if Rule 462(e) is available be a reference to the Company)such Existing Shelf Registration Statement.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable best efforts to, to file within forty-five (i45) between days of the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on hereof a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant 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 F-3 or 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 relevant Holder such Holders in accordance with any reasonable method of distribution agreed elected by the Company and such HolderHolders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”) ), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC Commission as promptly as is reasonably practicable after the filing thereof and no later than ninety thereof, but in any event prior to the date that is one hundred five (90105) days after the date of filing of such Resale Shelf Registration Statement (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company)this Agreement.

Resale Shelf Registration Statement. (a) The Company agrees to file with the Commission as soon as reasonably practicable, but in no event later than the Filing Date a Registration Statement on Form N-2 or such other form under the Securities Act then available to the Company providing for the resale pursuant to Rule 415(a) from time to time by the Shareholders of any and all Registrable Securities. The Registration Statement shall contain disclosure substantially in the form of the “Plan of Distribution” attached hereto as Annex A and the “Selling Stockholder” section attached hereto as Annex B. Subject to the other applicable provisions terms of this Agreement, and unless otherwise agreed between the parties, the Company shall use its commercially reasonable efforts to, (i) between the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder cause a Registration Statement filed under this Agreement to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an be declared effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (except if as promptly as reasonably practicable after the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3filing thereof, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the relevant Holder in accordance with any reasonable method of distribution agreed by the Company and such Holder) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause keep such Resale Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to 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 declared effective in compliance with the current public information requirement under Rule 144, as determined by the SEC as promptly as is reasonably practicable after counsel to the filing thereof Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and each of the Shareholders (the “Effectiveness Period”). The Company shall notify each of the Shareholders via e-mail of the effectiveness of the 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 no later than ninety 9:30 a.m. (90New York City time) days on the second Trading Day after the effective date of filing such Registration Statement, file a final Prospectus to be used in connection with the sale or other disposition of the securities covered thereby, and shall provide each of the Shareholders with a copy of such Resale Shelf final Prospectus. (b) The Company shall use commercially reasonable efforts to supplement or amend a Registration Statement filed pursuant to Section 2(a) in order to allow a Shareholder to offer and sell Registrable Securities (it being agreed that the Resale Shelf Registration Statement i) in an Underwritten Offering; or (ii) pursuant to an at-the-market offering program entered into by a Shareholder and one or more placement gents or sales agents Act and shall be an automatic shelf registration statement that shall become effective upon filing cooperate with the SEC pursuant Shareholders and any placement agents or sale agents related to Rule 462(esuch offering to take such actions and provide such deliverables described in Section 3(m), (n) and (p), provided that, if Rule 462(e) is available requested by the placement agents or sale agents related to an at-the-market offering program, the Company)Company shall take such actions and provide such deliverables on a quarterly basis.

Resale Shelf Registration Statement. Subject Upon request of Investors (other than Demand Investors) collectively holding at least 10.0% of the Registrable Securities on an as-converted basis, solely during the six-month period immediately following the Closing Date, or any Demand Investor, at any time, and subject to the other applicable provisions of this Agreement, if and to the extent that (i) any Investor (other than a Demand Investor) will hold any Registrable Securities on the Closing Date or (ii) any Demand Investor will hold any Registrable Securities on the Closing Date, in each case, and such securities are not eligible to be sold without conditions under Rule 144 (or any similar provisions then in force), the Company shall use its commercially reasonable best efforts to, (i) between the date that is 180 days after the Closing Date to prepare and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on file a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holdersapplicable Investors, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (which may be in the form of a prospectus supplement to an existing Form S-3) (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form form, including a resale registration statement on Form S-1, and shall provide for the registration of such Registrable Securities for resale by the relevant Holder applicable Investors in accordance with any reasonable method of distribution agreed elected by the Company and such HolderInvestors) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable best 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 and which effectiveness date shall be no later than ninety (90) days after the date of filing of such Resale Shelf Registration Statement first Business Day following the Closing Date (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts toto file, (i) between the date that is 180 within 20 business days after the Closing Date and the first anniversary earlier of the Closing Date, register all due date or the filing date of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms Current Report of the Transaction Documents not already registered Form 8-K/A containing the audited financial statements for resalethe business acquired pursuant to the Merger Agreement for the years ended December 31, 2020 and (ii) between the date that is the end of 30 months after the Closing Date 2019 and the third anniversary of the Closing Daterelated pro forma financial information, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale resale or distribution from time to time by the relevant Holders in accordance with any reasonable method of distribution elected by the Holders, on a delayed or continuous basis basis, at the election of such Holders, 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 F-3 or 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 relevant Holder such Holders in accordance with any reasonable method of distribution agreed elected by the Company and such HolderHolders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”) ), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC Commission as promptly as is reasonably practicable after the filing thereof and no later than ninety (90) days after the date of filing of such Resale Shelf Registration Statement (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company)thereof.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable best efforts toto prepare and file, (i) between which shall be no later than 15 business days prior to the date that is 180 days after the Closing Date and the first anniversary of the Closing Dateeffectiveness date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant HoldersInvestors, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (which may be in the form of a prospectus supplement to an existing Form S-3) (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form form, including a resale registration statement on Form S-1, and shall provide for the registration of such Registrable Securities for resale by the relevant Holder Investors in accordance with any reasonable method of distribution agreed elected by the Company and such HolderInvestors) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable best 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 and which effectiveness date shall be no later than ninety (90) days after the date of filing of such Resale Shelf Registration Statement first Business Day following the First Conversion Date (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company). The Shelf Registration Statement may, at the Company’s sole discretion, also cover any other securities of the Company so long as inclusion of such other securities of the Company does not limit the number of Registrable Securities registered for offer and sale pursuant to such Shelf Registration Statement. If the Company files any other registration statement under the Securities Act with an expected effectiveness date prior to the First Conversion Date, the effectiveness date referred to in this section shall instead be the expected effectiveness date of such other registration statement. If the Company is reasonably able to conclude that filing and effectiveness of a registration statement prior to the First Conversion Date would not contravene applicable Law (including because the Company is effecting share repurchases or it has opened the trading window for directors and officers), and after giving consideration to the availability of required financial statements and whether the Company is in possession of material non-public information, then it shall use reasonable best efforts to file and have such registration statement become effective before the First Conversion Date.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts to, promptly following such date as the Form S-4 (ias defined in the Target Merger Agreement) between has been declared effective by the date that is 180 days after SEC or, if earlier the Closing Date and the first anniversary termination of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities Target Merger Agreement in accordance with its terms (and in any event, provided that the terms of Holders have sufficiently in advance provided such information as the Transaction Documents not already registered for resaleCompany may reasonably request), prepare and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on file a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the securities that are Registrable Securities at such time on Form F-3 or Form S-3, then such the Company shall use its commercially reasonable efforts to prepare and file a registration shall be statement on another appropriate form and which shall provide for the registration of such Registrable Securities for resale by the relevant Holder Relevant Holders in accordance with any reasonable method of distribution agreed elected by the Company and such HolderRelevant Holders) (any such registration statement, the “Resale Shelf Registration Statement”) and and, if applicable, 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 and no later than ninety (90) days after the date of filing of such Resale Shelf Registration Statement (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall may become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is then available to the Company for such registration). Following the earlier to occur of the termination of the Target Merger Agreement and the Subsequent Closing (as defined in the Investment Agreement) (the period prior to such earlier occurrence, the “Restricted Period”), the Company and the Investor will cooperate in good faith to promptly amend the Resale Registration Statement to provide for the registration of the Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Holders. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Relevant Holders or Holders, as applicable, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the SEC, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities of the Relevant Holders or the Holders, as applicable, as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders on the basis of the percentage of the Registrable Securities owned by such Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities of the Relevant Holders or the Holders, as applicable, as promptly as practicable in accordance with the applicable rules, regulations and guidance of the SEC. Notwithstanding anything herein to the contrary, if the SEC, by written comment, limits the Company)’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay 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 “commercially reasonable efforts” as set forth above or elsewhere in this Agreement.

Resale Shelf Registration Statement. Subject to (a) Promptly following the other Closing (but in no case later than the close of business on the first Business Day following the Closing), LNE shall register for resale on an automatically effective Form S-3 registration statement filed with the SEC the Registrable Shares exchanged for the Acquired Shares, and promptly upon the request of any Seller, LNE shall register or qualify such Registrable Shares under any applicable provisions state securities laws (if any), and shall keep such registration statement and such registration or qualification effective, current and available until the earliest of this Agreement, the Company shall use its commercially reasonable efforts to, (i) between such time as all Registrable Shares covered thereby have been sold or can be sold under Rule 144 of the date that is 180 days after Securities Act without any limitation (including without the Closing Date and necessity of any filing thereunder), (ii) there are no Registrable Shares beneficially owned by Sellers or (iii) the first anniversary of the Closing Date, register all effective date of the such registration statement. If a Seller desires to sell Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months Shares after the Closing Date and the third first anniversary of the Closing Date, register all effective date of such registration statement but is prevented from doing so because of limitations under Rule 144 of the Securities Act on the volume or method of transfer applicable to the sale of such Registrable Securities held by Purchaser A and any Holder Shares, then upon written request of such Seller, LNE will use commercially reasonable efforts to whom Purchaser A transfers Registrable Securities in accordance with re-register or maintain the terms of the Transaction Documents not already registered for resale, by an effective registration statement on of such Registrable Shares as set forth above (including by filing a registration statement on Form F-3 S-3, to the extent available, to re-register such Registrable Shares). (b) LNE shall furnish to each Seller an electronic version of a conformed copy of the registration statement and of each such amendment and supplement thereto (in each case including all exhibits), an electronic version of a copy of the prospectus contained in such registration statement and any supplements thereto and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, including documents incorporated by reference, as each Seller may reasonably request. (c) LNE shall pay all expenses (other than any underwriting or Form S-3 covering brokerage fees) in connection with such registration and resale under the sale Securities Act, and such registration or distribution qualification under any applicable state securities laws (if any). LNE shall cause all Registrable Shares to be listed or included on the principal securities exchange or quotation system on which LNE Common Stock is otherwise listed or included from time to time time. (d) LNE shall indemnify and hold harmless each Seller, and its respective officers, directors, partners, managers, employees, representatives, agents, trustees and controlling persons from and against any Loss or any actions in respect thereof, to which any of such persons may become subject under the Securities Act or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact required to be stated or necessary to make the statements not misleading in any such registration statement (including any document incorporated by reference therein), except to the relevant Holdersextent that such Loss is caused by any such untrue statement or alleged untrue statement based upon information relating to such Seller that is supplied by such Seller for inclusion in such registration statement (including any prospectus related thereto). (e) Each of (a) the Azoff Sellers, on jointly and severally, with respect to ▇▇▇ and the Azoff Trust (and not MSG); and (b) MSG, with respect to MSG (and not ▇▇▇ or the Azoff Trust) shall indemnify and hold harmless LNE, and its respective officers, directors, partners, managers, employees, representatives, agents, trustees and controlling persons from and against any Loss or any actions in respect thereof, to which any of such persons may become subject under the Securities Act or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a delayed material fact required to be stated or continuous basis necessary to make the statements not misleading in any such registration statement (including any document incorporated by reference therein), to the extent, but only to the extent, that such Loss is caused by any such untrue statement or alleged untrue statement based upon information relating to such Seller that is supplied by such Seller for inclusion in such registration statement (including any prospectus related thereto). (f) Upon the filing of the registration statement referred to in Section 5.7(a), LNE shall notify the transfer agent for the Sellers’ LNE Common Stock that the restrictive legend described in Section 5.6(e) shall be removed from the Sellers’ LNE Common Stock. Promptly (but in no case later than three (3) Business Days) following a transfer of Registrable Shares by MSG Sub, MSG Sub shall notify LNE whether such transfer was made pursuant to Rule 415 an effective registration statement or in accordance with an exemption from the registration requirements of the Securities Act. (g) LNE shall prepare and file in a timely manner, information, documents and reports in compliance with the Exchange Act (except if so as to comply with the Company requirements of such Act and the rules and regulations thereunder. If at any time LNE is not then eligible required to register for resale file reports in compliance with either Section 13 or Section 15(d) of the Registrable Exchange Act, LNE at its expense will reasonably promptly, upon the written request of a Seller, make available adequate current public information with respect to LNE within the meaning of Rule 144(c)(2) under the Securities on Form F-3 or 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 relevant Holder in accordance with any reasonable method of distribution agreed by the Company and such Holder) (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 and no later than ninety (90) days after the date of filing of such Resale Shelf Registration Statement (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company)Act.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts to, (i) between the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on file a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the securities that are Registrable Securities as of the time of such filing on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or 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 relevant Holder such Holders in accordance with any reasonable method of distribution agreed elected by the Company and such HolderHolders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”) ), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC Commission as promptly as is reasonably practicable after the filing thereof and no later than ninety (90) days after thereof, but in any event prior to the date of filing of such Resale Shelf Registration Statement that is twelve (it being agreed that 12) months following the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with Initial Closing Date (the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company“Effectiveness Deadline”).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the The Company shall use its commercially reasonable efforts toto prepare and file, on or as soon as practicable after May 1, 2025 (i) between the date that is 180 days after the Closing Date and the first anniversary of the Closing “Shelf Filing Date”), register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resaleSEC, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective a registration statement on (a) Form F-3, if the Company is then eligible to file a registration statement on Form F-3 (“F-3 Eligible”), or (b) if the Company is not then F-3 Eligible, Form S-3 covering F-1 or such other form of registration statement as is then available to effect a registration for the resale of Registrable Securities under the Securities Act, which in the case of (a) and (b) covers all Registrable Securities then outstanding and held by the Holder, including all Registrable Securities issuable upon the conversion or exchange of any convertible or exchangeable securities then outstanding and held by the Holder (such registration statement, the “Resale Shelf Registration Statement”), for the offer and sale or distribution from time to time by the relevant HoldersHolder pursuant to an Underwritten Offering on the terms set forth herein, or otherwise on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (except if the of Registrable Securities. The Company is not then eligible to register for resale the Registrable Securities on Form F-3 or 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 relevant Holder in accordance with any reasonable method of distribution agreed by the Company and such Holder) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such the Resale Registration Statement to become effective as soon as practicable. If the Company qualifies as a WKSI at the time of the filing of the Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof and no later than ninety (90) days after the date of filing of such Resale Shelf Registration Statement (it being agreed that Statement, the Resale Shelf Registration Statement shall be an automatic shelf registration statement Automatic Shelf Registration Statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available ). Notwithstanding the foregoing, if, prior to the Companyeffectiveness of any Registration Statement filed pursuant to this Section 2.1, the Holder elects to include its Registrable Securities in the Follow-on Offering (as defined below), the Shelf Filing Deadline shall be no earlier than the expiration of any lock-up agreement entered into with the underwriter(s) in connection with the Follow-on Offering.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts to, hereby agrees to file with the SEC as soon as reasonably practicable following the date of this Agreement (i) between but in no event later than the date that is 180 thirty (30) days after the Closing Date and the first anniversary of the Closing Datedate hereof), register all of the Registrable Securities held by Purchaser B and any Holder to whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (except if the Company is not then eligible to register for resale Act, of all of the Registrable Securities on Form F-3 S-1 or Form S-3, such other form under the Securities Act then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the relevant Holder in accordance with any reasonable method of distribution agreed by available to the Company and such Holder) (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 soon as is reasonably practicable after the initial filing thereof but in any event within one hundred and no later than ninety twenty (90120) days after the date hereof (the “Effectiveness Date”). At least ten (10) Business Days prior to the first anticipated filing date of filing a registration statement pursuant to this Agreement, the Company shall notify each Holder in writing (which may be by email) of any information reasonably necessary about the Holder to include such Resale Shelf Registration Statement (it being agreed that Holder’s Registrable Securities in such registration statement. If the Resale Shelf Registration Statement covering the Registrable Securities is not declared effective by the SEC on or prior to the fifth Business Day following the Effectiveness Date, the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor for such Registrable Securities then held by such Investor for each 30-day period or pro rata for any portion thereof following the Effectiveness Date for which the Resale Shelf Registration Statement has not been declared effective; provided that in no event shall the amount of liquidated damages exceed 5% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be an automatic shelf registration statement made to each Investor in cash no later than five (5) Business Days after the end of each 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall become effective upon filing not be paid by the Payment Date until such amount is paid in full. Notwithstanding the foregoing, the Company will not be liable for any liquidated damages under this Section 2(a)(i) with the SEC pursuant respect to Rule 462(e) if Rule 462(e) is available any Warrant Shares prior to the Company)their issuance.