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 file within 60 days of the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable thereafter a registration statement covering (or amend an existing registration statement to cover) the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (or any similar provision adopted by the Commission 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 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 such Holders in accordance with any reasonable method of distribution elected by the Holders and provided for in such registration 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, or a prospectus supplement to an effective Automatic Shelf Registration Statement that shall become effective upon filing with the Commission 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 efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission as promptly as practicable after the filing thereof. Notwithstanding the foregoing, if the Commission 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 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 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 continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission.

Resale Shelf Registration Statement. (i) Subject to the other applicable provisions of this Agreement, the Company shall use commercially reasonable efforts to prepare and file within 60 days of one year after the date hereof hereof, and use its commercially reasonable efforts to cause to go be declared effective by the SEC as promptly as practicable thereafter reasonably possible (but in any event not later than 60 days after filing), a registration statement (the “Resale Shelf Registration Statement”) covering (or amend an existing registration statement to cover) the sale or distribution from time to time by the Holdersany Holder, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (or any similar provision adopted by the Commission then in effect) Act, of all of the Registrable Securities Conversion Shares owned by such Holder. The Resale Shelf Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1form) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method the plan of distribution elected specified by the Holders Majority Holders. The Resale Shelf Registration Statement shall register at least 110% of the number of Conversion Shares underlying the shares of Series A Preferred Stock, based on the conversion price in effect at that time, then outstanding and provided owned by the Holders, to account for any decrease in such registration statementthe conversion price due to an increase in the stated value of the Series A Preferred Stock in lieu of the payment of a cash dividend or otherwise. (ii) (Whenever there has been a decrease in the “conversion price of the Series A Preferred Stock due to an increase in the stated value of the Series A Preferred Stock in lieu of the payment of a cash dividend or otherwise, the Company shall, as promptly as is reasonably practicable, amend the initial Resale Shelf Registration Statement” and such registration, the “or file a new Resale Shelf Registration”)Registration Statement, and if to the Company is a WKSI as extent necessary so that the aggregate number of the filing date, Conversion Shares then included in the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statementin respect of shares of Series A Preferred Stock equals at least 110% of the number of Conversion Shares underlying the shares of Series A Preferred Stock then outstanding and owned by the Holders, or a prospectus supplement after giving effect to an effective Automatic Shelf Registration Statement that shall become effective upon filing with such decrease in the Commission pursuant to Rule 462(e)conversion price. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the The Company shall use its commercially reasonable efforts to cause such post-effective amendment or new Resale Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable, and in any event no later than 90 days after the effective date of such decrease in the conversion price. (iii) [Reserved] (iv) To the extent at any time the staff of the SEC does not permit all of the Registrable Securities then required to be registered hereunder to be registered for resale on any Resale Shelf Registration Statement filed pursuant to this Section 2.01, the Company shall, at the election of the Majority Holders, either (i) file, and cause to be declared effective by the Commission as promptly as practicable after SEC, additional Resale Shelf Registration Statements successively trying to register the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or maximum amount of Registrable Securities until all of the Registrable Securities on have been registered with the Resale Shelf Registration Statement due SEC or (ii) file, and cause to limitations on be declared effective by the use SEC, a registration statement registering a primary offering of Rule 415 Registrable Securities, if necessary to accommodate the inclusion of the Securities Act for the resale of all 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 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 requested to be included in such registration. Any registration statement filed pursuant to this Section 2.01(a)(iv) shall be deemed a Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register Statement for all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commissionpurposes under this Agreement.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall hereby agrees to file within 60 days of with the SEC as soon as reasonably practicable following the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable thereafter of this ‎‎Agreement (but in no event later than the date that is thirty (30) days after the date hereof)‎, a registration statement covering (or amend an existing registration statement to cover) the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (or any similar provision adopted by the Commission then in effect) Act, of all of the Registrable Securities on Form S-3 (except if S-1 or such other form under the Securities Act then available to the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders and provided for in such registration 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, or a prospectus supplement to an effective Automatic Shelf Registration Statement that shall become effective upon filing with the Commission 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 efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission SEC as promptly soon as practicable after the initial filing thereofthereof but in any event within ‎‎one hundred and twenty (120) days after the date hereof (the “Effectiveness Date”). At least ten (10) Business ‎Days prior to the first anticipated filing date of 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 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 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 not be paid by the Payment Date until such amount is paid in full. Notwithstanding the foregoing, if the Commission prevents the Company from including will not be liable for 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 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 liquidated damages under this Section 1.1, the Company shall continue 2(a)(i) with respect 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 reduced pro rata among all Holders; provided, however, that, any Warrant Shares 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 as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commissiontheir issuance.

Resale Shelf Registration Statement. Subject (i) 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) January 1, 2009, the Company shall file within 60 days of with the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable thereafter Commission a registration statement covering (or amend an existing registration statement the “Shelf Registration Statement”) relating to cover) the offer and sale or distribution of all Registrable Securities by the Holders to the public, from time to time by the Holderstime, on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (or subject to any similar provision adopted by the Commission 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 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 such Holders in accordance with any reasonable method of distribution elected by the Holders and provided for in such registration statement) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”Blackout Period(s), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement, or a prospectus supplement to an effective Automatic Shelf Registration Statement that shall become effective upon filing with the Commission pursuant to Rule 462(e). If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the The Company shall use its commercially reasonable best efforts to cause such Resale the Shelf Registration Statement to be declared effective by the Commission as promptly soon as practicable after the filing thereofthereof with the Commission. Notwithstanding The Shelf Registration Statement shall specify the foregoingintended methods of distribution of the subject Registrable Securities, if which in no event shall include underwritten offerings, whether on a firm commitment or best efforts basis. (ii) The Company shall (i) cause the Commission prevents the Company from including any Shelf Registration Statement to include a resale prospectus intended to permit each Holder to sell, at such Holder’s election, all or all part of the Registrable Securities on held by such Holder without restriction but in accordance with the Resale 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 due as may be necessary to limitations on keep 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 continuously effective (subject to any Blackout Period(s)) until April 30, 2009 (the “Required Period”), and (iii) use its efforts to cause the resale of a number of shares of the Registrable Securities which is equal prospectus to the maximum number of shares as is permitted be supplemented by the Commission, and, any required prospectus supplement (subject to any Blackout Period(s)) during 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 reduced pro rata among all HoldersRequired Period; provided, however, that, prior that with respect to reducing the number of shares of Registrable Securities registered pursuant to be registered for any Holder in such Resale Shelf Registration Statement, each Holder 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 shall first remove any shares is preparing a supplement to or an amendment of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale resale prospectus or Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with Statement and until the applicable rules, regulations filing and guidance of the Commissioneffectiveness thereof.

Resale Shelf Registration Statement. Subject to As soon following ninety (90) days from the other date of the Qualified IPO, as is permissible under the applicable provisions rules and regulations of this Agreementthe Commission, the Company shall file within 60 days of the date hereof or confidentially submit, and use its commercially reasonable efforts to cause to go be declared effective as promptly as practicable thereafter on the earliest date reasonably practicable, a registration statement covering (or amend an existing registration statement to cover) the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (or any similar provision adopted by the Commission 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 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 such Holders in accordance with any reasonable method of distribution elected by the Holders and provided for in such registration statement) Resale Shelf Registration Statement (the “Resale Shelf Registration Statement” and such registration, the ”) (whether on Form F-3 (a “Form F-3 Resale Shelf RegistrationShelf”) or on Form F-1 (a “Form F-1 Resale Shelf”), and if ) with the Company is a WKSI as SEC covering the resale of all of the Registrable Securities. The Company shall give written notice (a “Company Shelf Registration Notice”) of the anticipated filing date, the of any Resale Shelf Registration Statement within ten (10) Business Days prior to such filing or submission to GPL and shall be an Automatic Shelf Registration Statement, or a prospectus supplement to an effective Automatic Shelf Registration Statement that shall become effective upon filing with give GPL the Commission pursuant to Rule 462(e). If the option include in such Resale Shelf Registration Statement is not an Automatic all Registrable Securities held by GPL on the date of the Company Shelf Registration Statement, then Notice with respect to which the Company has received written requests for inclusion therein within five (5) Business Days of the date of the Company Shelf Registration Notice. The Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared remain effective by until the Commission as promptly as practicable after earlier of (i) the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or date on which all of the Registrable Securities on hereunder are no longer Registrable Securities, and (ii) the time that Registrable Securities issued to GPL may be sold by such Persons in a single transaction without limitation under Rule 144 (the “Required Period”). The Company shall maintain the Resale Shelf Registration Statement due to limitations on in accordance with the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, terms hereof. If the Resale Shelf Registration Statement shall register is expected to expire under the resale rules 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 will 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 file a replacement Resale Shelf Registration Statement shall be reduced pro rata among all Holders; provided, however, that, prior and cause it to reducing become effective before such expiration and will follow the number procedures and timelines outlined in this Section 1(a) with respect to inclusion of shares of the 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 as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commissiontherein.

Resale Shelf Registration Statement. Subject to As soon following the other Effective Date as is permissible under the applicable provisions rules and regulations of this Agreementthe SEC and in any event within thirty (30) calendar days of the Effective Date (or if “fresh start” accounting is required, within ninety (90) calendar days of the Effective Date), the Company shall file within 60 days of the date hereof and use its commercially reasonable efforts to file or confidentially submit, and to cause to go be declared effective as promptly as practicable thereafter on the earliest date reasonably practicable, a registration statement covering (or amend an existing registration statement to cover) the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (or any similar provision adopted by the Commission 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 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 such Holders in accordance with any reasonable method of distribution elected by the Holders and provided for in such registration statement) Resale Shelf Registration Statement (the “Resale Shelf Registration Statement” and such registration, the ”) (whether on Form S-3 (a “Form S-3 Resale Shelf RegistrationShelf”) or on Form S-1 (a “Form S-1 Resale Shelf”), and if ) with the Company is a WKSI as SEC covering the resale of all of the Registrable Securities. The Company shall give written notice (a “Company Shelf Registration Notice”) of the anticipated filing date, the of any Resale Shelf Registration Statement within ten (10) Business Days prior to such filing or submission to all Holders of Registrable Securities and shall be an Automatic Shelf Registration Statement, or a prospectus supplement to an effective Automatic Shelf Registration Statement that shall become effective upon filing with the Commission pursuant to Rule 462(e). If the include in such Resale Shelf Registration Statement is not an Automatic all Registrable Securities held by Holders on the date of the Company Shelf Registration Statement, then Notice with respect to which the Company has received written requests for inclusion therein within five (5) Business Days of the date of the Company Shelf Registration Notice. The Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared remain effective by until the Commission as promptly as practicable after earlier of (i) the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or date on which all of the Registrable Securities on hereunder are no longer Registrable Securities; and (ii) the time that Registrable Securities issued to the Holders may be sold by such Persons in a single transaction without limitation under Rule 144 (the “Required Period”). The Company shall maintain the Resale Shelf Registration Statement due to limitations on in accordance with the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, terms hereof. If the Resale Shelf Registration Statement shall register is expected to expire under the resale rules 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 will 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 file a replacement Resale Shelf Registration Statement shall be reduced pro rata among all Holders; provided, however, that, prior and cause it to reducing become effective before such expiration and will follow the number procedures and timelines outlined in this Section 1(a) with respect to inclusion of shares of the 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 as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commissiontherein.

Resale Shelf Registration Statement. Subject to (a) As soon following the other Plan Effective Date as is permissible under the applicable provisions rules and regulations of this Agreementthe SEC and in any event within fifteen (15) Business Days after the Plan Effective Date (or if “fresh start” accounting is required, within ninety (90) calendar days after the Plan Effective Date), the Company shall file within 60 days of the date hereof and use its commercially reasonable efforts to file or confidentially submit, and to cause to go be declared effective as promptly as practicable thereafter on the earliest date reasonably practicable, a registration statement covering (or amend an existing registration statement to cover) the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (or any similar provision adopted by the Commission 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 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 such Holders in accordance with any reasonable method of distribution elected by the Holders and provided for in such registration statement) Shelf Registration Statement (the “Resale Shelf Registration Statement” and such registration, the ”) (whether on Form S-3 (a “Form S-3 Resale Shelf RegistrationRegistration Statement”) or on Form S-1 (a “Form S-1 Resale Shelf Registration Statement”), ) with the Commission. The Company shall give written notice (a “Company Shelf Registration Notice”) of the anticipated filing of any Resale Shelf Registration Statement within at least seven (7) Business Days prior to such filing or submission to all Holders of Registrable Securities and if shall include in such Resale Shelf Registration Statement all Registrable Securities held by the Holders on the date of the Company is a WKSI as Shelf Registration Notice with respect to which the Company has received written requests for inclusion therein within four (4) Business Days of the filing date, date of the Company Shelf Registration Notice. The Company shall maintain the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement, or a prospectus supplement to an effective Automatic Shelf Registration Statement that shall become effective upon filing in accordance with the Commission pursuant to Rule 462(e)terms hereof. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statementexpected to expire under the rules of the Commission, then the Company shall use its commercially reasonable efforts to file a replacement Resale Shelf Registration Statement and to cause it to become effective before such expiration and shall follow the procedures and timelines outlined in this Section 2(a) with respect to inclusion of the Registrable Securities therein. (b) Upon the request of any Holder whose Registrable Securities are not included in the Resale Shelf Registration Statement at the time of such request, the Company shall use commercially reasonable efforts to amend as promptly as reasonably practicable the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as practicable after the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of include the Registrable Securities on of such Holder if the rules and regulations of the Commission would permit the addition of such Registrable Securities to the Resale Shelf Registration Statement; provided that the Company shall not be required to amend the Resale Shelf Registration Statement due more than once during any 180-day period. (c) Within three (3) Business Days after receiving a request pursuant to limitations on Section 2(b), the use Company shall give written notice of Rule 415 such request to all other Holders of Registrable Securities and shall include in such amendment all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) Business Days after the Company’s giving of such notice, provided that such Registrable Securities Act are not already covered by an existing and effective Registration Statement that may be utilized for the resale offer and sale of the Registrable Securities requested to be registered in the manner so requested. (d) The Company shall use commercially reasonable efforts to convert any Form S-1 Resale Shelf Registration Statement to a Form S-3 Resale Shelf Registration Statement as soon as reasonably practicable after the Company is eligible to use Form S-3. (e) [Reserved.] (f) If the Resale Shelf Registration Statement is on Form S-1, then for so long as any Registrable Securities covered by the HoldersResale Shelf Registration Statement remain unsold, the Company shall file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law (other than any Form 8-K required to be furnished under Item 2.02 or 7.01 thereof), any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (i) the Resale Shelf Registration Statement shall register not include any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the resale statements therein not misleading (or in the case of a number of shares any Prospectus, in light of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commissioncircumstances such statements were made), and, subject to the provisions of this Section 1.1, and (ii) the Company shall continue to complies with its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number obligations under Item 512(a)(1) of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all HoldersRegulation S-K; provided, however, thatthat these obligations remain subject to the Company’s rights under Section 6. (g) Upon the demand of one or more Holders, prior the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering (each, an “Underwritten Takedown”), in the manner and subject to reducing the conditions described in Section 5, provided that (x) (i) the number of shares securities included in such “takedown” shall equal at least ten percent (10%) of all Registrable Securities held by all Holders at such time or (ii) the Registrable Securities requested to be sold by the Holders in such “takedown” shall have an anticipated aggregate gross offering price (before deducting underwriting discounts and commission) of at least $25 million; or (y) the number of securities included in such “takedown” represent all of the Registrable Securities held by the Holders participating in such takedown at the time of such takedown. (h) Other than any Holder that indicates to the Company in writing that it does not wish to be named as a “selling stockholder” in such Resale Shelf Registration Statement, each Holder agrees to furnish to the Company a completed questionnaire in the form attached hereto as Exhibit B (a “Selling Stockholder Questionnaire”) in accordance with the final paragraph of Section 8, including, for the avoidance of doubt, the number of Registrable Securities that it wishes to be registered include for registration on such Resale Shelf Registration Statement (any Holder holder that returns such Selling Stockholder Questionnaire in such accordance with Section 8, a “Participating Holder”). At least three (3) Business Days before the initial filing of the Resale Shelf Registration Statement, the Company shall first remove furnish to each Participating Holder a copy of a draft of the Selling Stockholder and Plan of Distribution sections (with respect to the Selling Stockholder section, only the portion of that section relating to information concerning such Holder and, with respect to the Plan of Distribution section, only to the extent there have been any shares material changes to the form thereof attached hereteo as Exhibit A) for review and approval, which approval shall not be unreasonably withheld or delayed, and any objections to such draft disclosures must be lodged within two (2) Business Days of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration StatementParticipating Holder’s receipt thereof. The Company shall continue to use its commercially reasonable efforts to register all remaining include any changes to the Selling Stockholder section (including any footnotes) proposed by a Holder with respect to information concerning such Holder. (i) All Registrable Securities as promptly as practicable in accordance with owned or acquired by any Holder or any of its Affiliates or Related Funds shall be aggregated together for the applicable rulespurpose of determining the availability of any right under this Agreement. (j) The Company shall use commercially reasonable efforts to keep the Resale Shelf Registration Statement contemplated by this Section 2 continuously effective, regulations and guidance not subject to any stop order, injunction or other similar order or requirement of the CommissionCommission until the date on which all Registrable Securities registered thereunder are no longer Registrable Securities.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall hereby agrees to file within 60 days of with the SEC as soon as reasonably practicable following the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable thereafter of this ‎‎Agreement (but in no event later than the date that is thirty (30) days after the date hereof)‎, a registration statement covering (or amend an existing registration statement to cover) the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (or any similar provision adopted by the Commission then in effect) Act, of all of the Registrable Securities on Form S-3 (except if S-1 or such other form under the Securities Act then available to the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders and provided for in such registration 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, or a prospectus supplement to an effective Automatic Shelf Registration Statement that shall become effective upon filing with the Commission 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 efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission SEC as promptly soon as practicable after the initial filing thereofthereof but in any event within ‎‎ninety (90) days after the date hereof (the “Effectiveness Date”). At least ten (10) Business ‎Days prior to the first anticipated filing date of 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 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 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 not be paid by the Payment Date until such amount is paid in full. Notwithstanding the foregoing, if the Commission prevents the Company from including will not be liable for 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 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 liquidated damages under this Section 1.1, the Company shall continue 2(a)(i) with respect 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 reduced pro rata among all Holders; provided, however, that, any Warrant Shares 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 as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commissiontheir issuance.

Resale Shelf Registration Statement. Subject to the other any applicable provisions of this Agreementrestrictions on transfer under applicable law, at any time when the Company shall file within 60 days is eligible to use Form S-3, any of the date hereof Ares Lenders and use its commercially reasonable efforts the Fortress Lender, acting as Holders, may request, by providing written notice to cause to go effective as promptly as practicable thereafter the Company (a registration statement covering “Resale Shelf Registration Request”), that the Company file a Registration Statement on Form S-3 (or amend at the Company’s option if then permitted, an amendment, or supplement to an existing registration statement to coveron Form S-3) for a public offering of all or such portion of the sale or distribution from time to time Registrable Securities designated by the Holders, on a delayed or continuous basis such Holder pursuant to Rule 415 of promulgated under the Securities Act or otherwise (or any similar provision adopted by the Commission 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 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 such Holders in accordance with any reasonable method of distribution elected by the Holders and provided for in such registration statement) (, the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”). Both the Ares Lenders and the Fortress Lender, and if the Company is a WKSI acting as of the filing dateHolders, the shall each be entitled to deliver one (1) Resale Shelf Registration Request for the filing of a Registration Statement on Form S-3 pursuant to this Section 1.1, as applicable (which, for the avoidance of doubt, shall be an Automatic separate requests from those related to the Shelf Offerings (Section 1.6), Piggyback Registration Statement, or a prospectus supplement to an effective Automatic Shelf Registration Statement that shall become effective upon filing with the Commission pursuant to Rule 462(e(Section 1.7) and Demand Registrations (Section 2.1). If the As promptly as is reasonably practicable after receipt of a Resale Shelf Registration Statement is not an Automatic Shelf Registration StatementRequest, then the Company shall use its commercially reasonable efforts to register all Registrable Securities that have been requested to be registered in the Resale Shelf Registration Request; provided that the Company shall not be required to file a Resale Shelf Registration Statement pursuant to this Section 1.1 (i) within sixty (60) days following the effective date of any prior Resale Shelf Registration Statement or Demand Registration Statement by any Holder or (ii) if the number of Registrable Securities proposed to be included therein does not either (a) equal or exceed the Minimum Amount (as defined below) (calculated on the basis of the average closing price of a share of the Common Stock on the New York Stock Exchange over the five trading days preceding such Resale Shelf Registration Request) or (b) represent all of the remaining Registrable Securities. Promptly (but in no event later than five (5) Business Days) after receipt by the Company of a Resale Shelf Registration Request, the Company shall give written notice of such Resale Shelf Registration Request to all other Holders and shall include in such Resale Shelf Registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) Business Days after the delivery of such written notice of a Resale Shelf Registration Request to such Holders. Subject to Section 3.2, the Company shall use commercially reasonable efforts (i) to file a Resale Shelf Registration Statement within ten (10) Business Days following the expiration of the ten (10) Business Day period specified in the immediately preceding sentence, and (ii) if necessary, to cause such Resale Shelf Registration Statement to be declared become effective by the Commission as promptly soon as is reasonably practicable after the filing thereofthereafter. Notwithstanding the foregoing, if the Commission 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 If permitted under the Securities Act for the resale of the Registrable Securities by the HoldersAct, 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 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 one 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 as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commissionis automatically effective upon filing.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company Corporation shall prepare and file within 60 days on or prior to the later of (i) the date hereof Funding Allocation Deadline (as defined in the Transaction Agreement) and use its commercially reasonable efforts to cause to go effective (ii) the termination of any Lock-Up Periods (as promptly defined herein) associated with Incremental Financings (as practicable thereafter defined in the Transaction Agreement) (the “Initial Filing Deadline”), a registration statement covering (or amend an existing registration statement to cover) on Form S-3 registering the sale or distribution resale from time to time by the HoldersInvestors, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (or any similar provision adopted by the Commission then in effect) Act, of all of the Registrable Securities on Form S-3 (which registration statement may be in the form of a prospectus supplement to an existing registration statement) (except if the Company Corporation is not then eligible to register for resale the Registrable Securities on 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 such Holders the Investors in accordance with any reasonable method of distribution elected by the Holders and provided for in such registration statement) Investors (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”), and if which method is permissible under the Company is a WKSI as of Securities Act pursuant to such applicable registration form, and, unless the filing date, Corporation has elected to file the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement, or in the form of a prospectus supplement to an effective Automatic Shelf Registration Statement that shall become effective upon filing with the Commission pursuant to Rule 462(e). If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statementexisting 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 Commission SEC as promptly as is reasonably practicable after the filing thereof. Notwithstanding thereof which effectiveness date shall be no later than the foregoingearlier of (i) 45 calendar days after the Initial Filing Deadline and (b) the tenth (10th) Business Day after the date the Corporation is notified (orally or in writing, if whichever is earlier) by the Commission prevents the Company from including any or all of the Registrable Securities on SEC that the Resale Shelf Registration Statement due will not be “reviewed” or will not be subject to limitations on further review (it being agreed that, unless the use Corporation has elected to file the Resale Registration Statement in the form of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holdersa prospectus supplement to an existing registration statement, the Resale Shelf Registration Statement shall register be an automatic shelf registration statement that shall become effective upon filing with the resale of a number of shares SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Corporation). The Shelf Registration Statement may, at the Corporation’s sole discretion, also cover any other securities of the Registrable Securities which is equal to the maximum number of shares as is permitted Corporation that may be sold by the Commission, and, subject to Corporation or any other securityholders so long as inclusion of such other securities of 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, Corporation does not limit 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; provided, however, that, prior resale pursuant 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 as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission.

Resale Shelf Registration Statement. Subject The Trust shall prepare and file with the SEC a Registration Statement (a “Resale Shelf Registration Statement”) for an offering to the other applicable provisions of this Agreement, the Company shall file within 60 days of the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable thereafter a registration statement covering (or amend an existing registration statement to cover) the sale or distribution from time to time by the Holders, be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act relating to the sale by Holders from time to time of Registrable Shares, such filing to be made on a date (or any similar provision adopted by the Commission then in effect“Filing Date”) of all which is no later than thirty (30) days after the issuance of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale Shares covered by such Holders in accordance with any reasonable method of distribution elected by the Holders and provided for in such registration 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, or a prospectus supplement to an effective Automatic Shelf Registration Statement that shall become effective upon filing with the Commission pursuant to Rule 462(e). If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company The Trust shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission SEC as soon as practicable after the Filing Date. The Trust agrees to use its reasonable efforts to keep the Resale Shelf Registration Statement, after its date of effectiveness, continuously effective until the date (the “Resale Shelf Registration Expiration Date”) that all Registrable Shares have ceased to be Registrable Shares. At the time the initial Resale Shelf Registration Statement is declared effective, each Holder that shall have become a Notice Holder on or prior to the date ten (10) business days prior to such time of effectiveness shall be named as a selling securityholder in the initial 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 Securities in accordance with applicable law. No holder shall be entitled to be named as a selling securityholder in the initial Resale Shelf Registration Statement or to use the Prospectus forming a part thereof for offers or resales of Registrable Securities unless such holder is a Notice Holder on or prior to the date ten (10) business days prior to the time of effectiveness of such Resale Shelf Registration Statement. Each Holder agrees that if such Holder wishes to sell Registrable Shares pursuant to a Resale Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(a). Following the date that the initial Resale Shelf Registration Statement is declared effective, each Holder that is not a Notice Holder wishing to sell Registrable Shares pursuant to a Resale Shelf Registration Statement and related Prospectus shall agree to deliver a Notice and Questionnaire to the Trust in order that it be named as a selling stockholder in such Prospectus. Upon receipt of any such Notice and Questionnaire after the date the initial Resale Shelf Registration Statement is declared effective, the Trust shall, as promptly as reasonably practicable after the date such Notice and Questionnaire is delivered, and in any event within fifteen (15) business days after such date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Resale Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or an amendment thereto or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling stockholder in the Resale Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Shares in accordance with the Securities Act and, if the Trust shall file a post-effective amendment to the Resale Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable, but in any event by the date that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; and (ii) provide such Holder copies of any documents filed pursuant to this Section 2(a). If the Trust shall file a post-effective amendment in accordance with the provisions of clause (i) above, the Trust shall notify such Holder as promptly as practicable after the filing thereof. Notwithstanding the foregoing, if the Commission 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 effectiveness under the Securities Act for of any such post-effective amendment. Notwithstanding anything contained herein to the resale of contrary, (i) the Registrable Securities by the Holders, the Resale Shelf Trust shall be under no obligation to name any Holder that is not a Notice Holder as a selling stockholder in any Registration Statement or related Prospectus, and (ii) the Trust shall register the resale of not be required to file a number of shares of the Registrable Securities which is equal prospectus supplement or post-effective amendment to the maximum number of shares name additional Notice Holders 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 reduced pro rata among all Holders; provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for selling stockholders more often than on three occasions during 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 as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commissioncalendar quarter.

Resale Shelf Registration Statement. Subject to As required by Section 6.9 of the other applicable provisions of this Purchase Agreement, the Company shall file within 60 not later than 10 days of from the date hereof hereof, Issuer shall prepare and use its commercially reasonable efforts to cause to go effective as promptly as practicable thereafter file with the Securities and Exchange Commission (the “SEC”) a resale registration statement covering (or amend on Form S-3 under the Securities Act for an existing registration statement offering to cover) the sale or distribution from time to time by the Holders, be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (or any similar provision adopted by the Commission 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 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 such Holders in accordance with any reasonable method of distribution elected by the Holders and provided for in such registration statement) (the “Resale Shelf Registration Statement” and such registration, the “”). The Resale Shelf Registration”), and if Registration Statement shall (a) cover the Company is a WKSI as resale of all of the filing dateRegistrable Securities (b) include a calculation of registration fee table, (c) identify Holder as a selling security holder, (d) set forth the amount of Registrable Securities issued to Holder and (e) set forth the plan of distribution set forth in Annex A hereto. Issuer shall pay the registration fee to cover the Registrable Securities in accordance with Rule 457 under the Securities Act. Issuer shall use its commercially reasonable best efforts to cause the Resale Shelf Registration Statement to become effective as soon as reasonably practicable and remain effective for a period of two (2) years from the date hereof (subject to any “black-out” periods pursuant to Section 5, and provided that Issuer shall be have no obligation to keep the Resale Self Registration Statement effective after the earlier of such time as Holder has disposed of the Registrable Securities, unless such disposition qualifies as an Automatic Shelf Registration StatementAffiliate Transfer, or a prospectus supplement Holder is able to an effective Automatic Shelf Registration Statement that shall become effective upon filing with sell the Commission pursuant to Registrable Securities under Rule 462(e144 of the Securities Act under circumstances in which all of the applicable conditions of such rule (then in effect) are met). If the The Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then may register securities other than the Company shall use its commercially reasonable efforts to cause such Registrable Securities. The Resale Shelf Registration Statement to be when declared effective (including the documents incorporated therein by the Commission reference) shall comply as promptly as practicable after the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or to form in all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 material respects with all applicable requirements of the Securities Act for and the resale Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the Registrable Securities by the Holderscircumstances under which they were made, 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 1.1not misleading. 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; provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such The Resale Shelf Registration Statement, together with any prospectus or any other prospectus supplement when such prospectus or prospectus supplement is filed, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the Company shall first remove any shares statements therein, in light of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statementthe circumstances under which they were made, not misleading. The Company shall continue preceding sentence does not apply to statements based upon and in conformity with written information furnished to Issuer through an instrument duly executed by or on behalf of Holder specifically stating it that it is for use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable therein, including the information set forth in accordance with the applicable rules, regulations and guidance of the CommissionAnnex A hereto.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this AgreementSection 2(b) below, the Company Trust shall prepare and file within 60 days of with the date hereof and use its commercially reasonable efforts SEC a Registration Statement (a “Resale Shelf Registration Statement”) for an offering to cause to go effective as promptly as practicable thereafter a registration statement covering (or amend an existing registration statement to cover) the sale or distribution from time to time by the Holders, be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (or any similar provision adopted relating to the sale by the Commission then in effectHolders from time to time of their Registrable Shares, such filing to be made on a date (the “Filing Date”) of all which is no later than thirty (30) days after the issuance of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale Shares covered by such Holders in accordance with any reasonable method of distribution elected by the Holders and provided for in such registration 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, or a prospectus supplement to an effective Automatic Shelf Registration Statement that shall become effective upon filing with the Commission pursuant to Rule 462(e). If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company The Trust shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission SEC as soon as practicable after the Filing Date. The Trust agrees to use its reasonable efforts to keep the Resale Shelf Registration Statement, after its date of effectiveness, continuously effective until the date (the “Resale Shelf Registration Expiration Date”) that all registrable Shares have ceased to be Registrable Shares. At the time the initial Resale Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) business days prior to such time of effectiveness shall be named as a selling securityholder in the initial 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 Securities in accordance with applicable law. No holder shall be entitled to be named as a selling securityholder in the initial Resale Shelf Registration Statement or to use the Prospectus forming a part thereof for offers or resales of Registrable Securities unless such holder is a Notice Holder on or prior to the date ten (10) business days prior to such time of effectiveness. Each Holder agrees that if such Holder wishes to sell Registrable Shares pursuant to a Resale Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(a). Following the date that the initial Resale Shelf Registration Statement is declared effective, each Holder that is not a Notice Holder wishing to sell Registrable Shares pursuant to a Resale Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Trust at least fifteen (15) business days prior to any intended distribution of Registrable Shares under the Resale Shelf Registration Statement. From and after the date the initial Resale Shelf Registration Statement is declared effective, the Trust shall, as promptly as reasonably practicable after the date a Notice and Questionnaire is delivered, and in any event upon fifteen (15) business days after such date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Resale Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling stockholder in the Resale Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Shares in accordance with the Securities Act and, if the Trust shall file a post-effective amendment to the Resale Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable, but in any event by the date that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; and (ii) provide such Holder copies of any documents filed pursuant to this Section 2(a) notify such Holder as promptly as practicable after the filing thereof. Notwithstanding the foregoing, if the Commission 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 effectiveness under the Securities Act for of any post-effective amendment filed pursuant to Section 2(a); Notwithstanding anything contained herein to the resale of contrary, (i) the Registrable Securities by the Holders, the Resale Shelf Trust shall be under no obligation to name any Holder that is not a Notice Holder as a selling stockholder in any 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 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 continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commissionor related Prospectus.