Common use of Resale Shelf Registration Statement Clause in Contracts

Resale Shelf Registration Statement. As soon following the Effective Date as is permissible under the applicable rules and regulations of the 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 use commercially reasonable efforts to file or confidentially submit, and to cause to be declared effective on the earliest date reasonably practicable, a Resale Shelf Registration Statement (the “Resale Shelf Registration Statement”) (whether on Form S-3 (a “Form S-3 Resale Shelf”) or on Form S-1 (a “Form S-1 Resale Shelf”)) with the 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 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 include in such Resale Shelf Registration Statement all Registrable Securities held by Holders on the date of the Company Shelf Registration 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 commercially reasonable efforts to cause such Resale Shelf Registration Statement to remain effective until the earlier of (i) the date on which all Registrable Securities 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 in accordance with the terms hereof. If the Resale Shelf Registration Statement is expected to expire under the rules of the Commission, the Company will use commercially reasonable efforts to file a replacement Resale Shelf Registration Statement and cause it to become effective before such expiration and will follow the procedures and timelines outlined in this Section 1(a) with respect to inclusion of the Registrable Securities therein.

Resale Shelf Registration Statement. As soon following Subject to the Effective Date as is permissible under the other applicable rules and regulations provisions of the 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)this Agreement, the Company shall use commercially its reasonable best efforts to file prepare and file, which shall be no later than 15 business days prior to the effectiveness date, a registration statement covering the sale or confidentially submitdistribution from time to time by the Investors, on a delayed or continuous basis pursuant to Rule 415 of the Securities 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 S-3, then such registration shall be on another appropriate form, including a resale registration statement on Form S-1, and to cause to be declared effective on shall provide for the earliest date reasonably practicable, a Resale Shelf Registration Statement registration of such Registrable Securities for resale by the Investors in accordance with any reasonable method of distribution elected by the Investors) (the “Resale Shelf Registration Statement”) (whether on Form S-3 (a “Form S-3 Resale Shelf”) or on Form S-1 (a “Form S-1 Resale Shelf”)) with the 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 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 include in such Resale Shelf Registration Statement all Registrable Securities held by Holders on the date of the Company Shelf Registration 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 commercially its reasonable best efforts to cause such Resale Shelf Registration Statement to remain be declared effective until by the earlier of SEC as promptly as is reasonably practicable after the filing thereof which effectiveness date shall be no later than the first Business Day following the First Conversion Date (i) the date on which all Registrable Securities hereunder are no longer Registrable Securities; and (ii) the time it being agreed 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 in accordance shall be an automatic shelf registration statement that shall become effective upon filing with the terms hereofSEC 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 Resale Shelf Registration Statement is expected to expire Company files any other registration statement under the rules of Securities Act with an expected effectiveness date prior to the CommissionFirst 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 will 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 commercially reasonable best efforts to file a replacement Resale Shelf Registration Statement and cause it to have such registration statement become effective before such expiration and will follow the procedures and timelines outlined in this Section 1(a) with respect to inclusion of the Registrable Securities thereinFirst Conversion Date.

Resale Shelf Registration Statement. As soon following the Effective Date (a) The Company shall file, as is permissible under the applicable rules and regulations of the SEC and promptly as practicable, but in any event within thirty 30 days, following the earlier to occur of (30i) 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 use commercially reasonable efforts filing its 2016 Annual Report on Form 10-K with the Securities and Exchange Commission (the “Commission”) and (ii) the Company meeting the eligibility requirements to file or confidentially submit, and to cause to be declared effective a registration statement on the earliest date reasonably practicableForm S-3, a Resale Shelf Registration Statement shelf registration statement (the “Resale Shelf Registration Statement”) providing for the registration of, and the sale on a continuous or delayed basis by the Electing Holders (whether on Form S-3 (a “Form S-3 Resale Shelf”) or on Form S-1 (a “Form S-1 Resale Shelf”as defined below in Section 3(a)(iii)) with the SEC covering the resale of all Registrable Securities, pursuant to Rule 415 of the Registrable SecuritiesSecurities Act or any similar rule that may be adopted by the Commission. The Company shall give written notice (a “Company Shelf Registration Notice”) of the anticipated filing of any Resale Shelf Registration Statement within ten (10) Business Days prior agrees to such filing or submission to all Holders of Registrable Securities and shall include in such Resale Shelf Registration Statement all Registrable Securities held by Holders on the date of the Company Shelf Registration 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 commercially reasonable efforts to cause such the Resale Shelf Registration Statement to remain become effective until the earlier of as promptly as practicable following such filing (i) the date on which all Registrable Securities hereunder are no longer Registrable Securities; and of such effectiveness, the “Effective Time”). (iib) the time that Registrable Securities issued Subject 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 Company’s right to suspend the Resale Shelf Registration Statement in accordance with pursuant to Section 1(d) below, the terms hereof. If Company agrees to use commercially reasonable efforts to keep the Resale Shelf Registration Statement is expected to expire continuously effective under the rules 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 not then an Electing Holder, together with any other information as may be reasonably requested in writing by the CommissionCompany from such Holder, the Company will use commercially reasonable efforts shall file such amendments to file a replacement 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 cause similar events, it is in the best interests of the Company to become effective before delay or suspend such expiration use, and will follow prior to delaying or suspending such use the procedures 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 timelines outlined shall not exceed 90 calendar days in this Section 1(athe aggregate in any consecutive twelve-month period. (e) with respect to inclusion The Electing Holders holding a majority of the Registrable Securities therein(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. As soon following the Effective Date as is permissible under the applicable rules and regulations of the SEC and in any event within (i) 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 use commercially reasonable efforts to file or confidentially submit, and to cause to be declared effective on the earliest date reasonably practicable, a Resale Shelf Registration Statement (the “Resale Shelf Registration Statement”) (whether on Form S-3 (a “Form S-3 Resale Shelf”) or on Form S-1 (a “Form S-1 Resale Shelf”)) with the 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 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 include in such Resale Shelf Registration Statement all Registrable Securities held by Holders on the date of the Company Shelf Registration 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 commercially reasonable efforts to cause such Resale Shelf Registration Statement to remain effective until following the earlier to occur of (i) the date on which all Registrable Securities hereunder are no longer Registrable Securities; that the Company qualifies for the use of Form S-3 and (ii) January 1, 2009, the time that Company shall file with the Commission a registration statement (the “Shelf Registration Statement”) relating to the offer and sale of all Registrable Securities issued by the Holders to the Holders public, from time to time, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (subject to any Blackout Period(s)). The Company shall use its best efforts to cause the Shelf Registration Statement to be declared effective by the Commission as soon as practicable after the filing thereof with the 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. (ii) The Company shall (i) cause the Shelf Registration Statement to include a resale prospectus intended to permit each Holder to sell, at such Holder’s election, all or part of the Registrable Securities held by such Holder 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 sold by such Persons in a single transaction without limitation under Rule 144 necessary to keep the Shelf Registration Statement continuously effective (subject to any Blackout Period(s)) until April 30, 2009 (the “Required Period”). The Company shall maintain , and (iii) use its efforts to cause the Resale resale prospectus to be supplemented by any required prospectus supplement (subject to any Blackout Period(s)) during the Required Period; provided, however, that with respect to Registrable Securities registered pursuant to such Shelf Registration Statement in accordance with Statement, each Holder agrees that it will not enter into any transaction for the terms hereof. If sale of any Registrable Securities pursuant to such registration statement during the Resale Shelf Registration Statement is expected to expire under time after the rules furnishing of the Commission, Company’s notice that the Company will use commercially reasonable efforts is preparing a supplement to file a replacement Resale or an amendment of such resale prospectus or Shelf Registration Statement and cause it to become effective before such expiration until the filing and will follow the procedures and timelines outlined in this Section 1(a) with respect to inclusion of the Registrable Securities thereineffectiveness thereof.

Resale Shelf Registration Statement. As Subject to the other applicable provisions of this Agreement, the Company hereby agrees to file with the SEC as soon as reasonably practicable following the Effective Date as date of this Agreement (but in no event later than the date that is permissible under the applicable rules and regulations of the SEC and in any event within thirty (30) calendar days after the date hereof), a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Effective Date (or if “fresh start” accounting is requiredSecurities Act, within ninety (90) calendar days of all of the Effective Date), Registrable Securities on Form S-1 or such other form under the Securities Act then available to the Company shall use commercially reasonable efforts to file or confidentially submit, and to cause to be declared effective on the earliest date reasonably practicable, a Resale Shelf Registration Statement (the “Resale Shelf Registration Statement”) (whether on Form S-3 (a “Form S-3 Resale Shelf”) or on Form S-1 (a “Form S-1 Resale Shelf”)) with the 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 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 include in such Resale Shelf Registration Statement all Registrable Securities held by Holders on the date of the Company Shelf Registration 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 remain be declared effective until by the earlier of SEC as soon as practicable after the initial filing thereof but in any event within one hundred and twenty (i120) days after the date on which all Registrable Securities 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 hereof (the “Required PeriodEffectiveness Date”). The At least ten (10) Business Days prior to the first anticipated filing date of a registration statement pursuant to this Agreement, the Company shall maintain notify each Holder in writing (which may be by email) of any information reasonably necessary about the Resale Shelf Registration Statement Holder to include such Holder’s Registrable Securities in accordance with the terms hereofsuch registration statement. If the Resale Shelf Registration Statement covering the Registrable Securities is expected not declared effective by the SEC on or prior to expire under the rules of fifth Business Day following the CommissionEffectiveness Date, the Company will use commercially reasonable efforts make pro rata payments to file each Holder, as liquidated damages and not as a replacement 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 and cause it 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 become effective before the Purchase Agreement by such expiration and 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, the Company will follow the procedures and timelines outlined in not be liable for any liquidated damages under this Section 1(a2(a)(i) with respect to inclusion of the Registrable Securities thereinany Warrant Shares prior to their issuance.

Resale Shelf Registration Statement. As soon following Subject to the Effective Date as is permissible under provisions of Section 2(b) below, the applicable rules Trust shall prepare and regulations of file with the 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 use commercially reasonable efforts to file or confidentially submit, and to cause to be declared effective on the earliest date reasonably practicable, a Resale Shelf Registration Statement (the a “Resale Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act relating to the sale by the Holders from time to time of their Registrable Shares, such filing to be made on a date (whether on Form S-3 (a the “Form S-3 Resale ShelfFiling Date”) or on Form S-1 which is no later than thirty (a “Form S-1 Resale Shelf”)30) with days after the SEC covering the resale of all issuance of the Registrable SecuritiesShares covered by such Registration Statement. The Company shall give written notice (a “Company Shelf Registration Notice”) of the anticipated filing 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 include in such Resale Shelf Registration Statement all Registrable Securities held by Holders on the date of the Company Shelf Registration 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 Trust shall use commercially its reasonable efforts to cause such Resale Shelf Registration Statement to remain be declared effective by the 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 earlier 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 date on which all Registrable Securities hereunder are no longer Registrable Securities; and (ii) the time that Registrable Securities issued SEC a post-effective amendment 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 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 accordance with the terms hereof. If the Resale Shelf Registration Statement is expected and the related Prospectus in such a manner as to expire under the rules permit such Holder to deliver such Prospectus to purchasers of the CommissionRegistrable Shares in accordance with the Securities Act and, if the Company will Trust shall file a post-effective amendment to the Resale Shelf Registration Statement, use commercially its reasonable efforts to file 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 effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(a); Notwithstanding anything contained herein to the contrary, (i) the Trust shall be under no obligation to name any Holder that is not a replacement Resale Shelf Notice Holder as a selling stockholder in any Registration Statement and cause it to become effective before such expiration and will follow the procedures and timelines outlined in this Section 1(a) with respect to inclusion of the Registrable Securities thereinor related Prospectus.

Resale Shelf Registration Statement. As soon following the Effective Date as is permissible under the applicable rules The Trust shall prepare and regulations of file with the 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 use commercially reasonable efforts to file or confidentially submit, and to cause to be declared effective on the earliest date reasonably practicable, a Resale Shelf Registration Statement (the a “Resale Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 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 (whether on Form S-3 (a the “Form S-3 Resale ShelfFiling Date”) or on Form S-1 which is no later than thirty (a “Form S-1 Resale Shelf”)30) with days after the SEC covering the resale of all issuance of the Registrable SecuritiesShares covered by such Registration Statement. The Company shall give written notice (a “Company Shelf Registration Notice”) of the anticipated filing 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 include in such Resale Shelf Registration Statement all Registrable Securities held by Holders on the date of the Company Shelf Registration 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 Trust shall use commercially its reasonable efforts to cause such Resale Shelf Registration Statement to remain be declared effective by the 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 earlier 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 effectiveness under the Securities Act of any such post-effective amendment. Notwithstanding anything contained herein to the contrary, (i) the date on which all Registrable Securities hereunder are Trust shall be under no longer Registrable Securities; 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 time that Registrable Securities issued to the Holders may Trust shall not 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 in accordance with the terms hereof. If the Resale Shelf Registration Statement is expected to expire under the rules of the Commission, the Company will use commercially reasonable efforts required to file a replacement Resale Shelf Registration Statement and cause it prospectus supplement or post-effective amendment to become effective before such expiration and will follow the procedures and timelines outlined in this Section 1(a) with respect to inclusion of the Registrable Securities thereinname additional Notice Holders as selling stockholders more often than on three occasions during any calendar quarter.

Resale Shelf Registration Statement. As Subject to the other applicable provisions of this Agreement, the Company hereby agrees to file with the SEC as soon as reasonably practicable following the Effective Date as date of this ‎‎Agreement (but in no event later than the date that is permissible under the applicable rules and regulations of the SEC and in any event within thirty (30) calendar days after the date hereof)‎, a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Effective Date (or if “fresh start” accounting is requiredSecurities Act, within ninety (90) calendar days of all of the Effective Date), Registrable Securities on Form S-1 or such other form under the Securities Act then available to the Company shall use commercially reasonable efforts to file or confidentially submit, and to cause to be declared effective on the earliest date reasonably practicable, a Resale Shelf Registration Statement (the “Resale Shelf Registration Statement”) (whether on Form S-3 (a “Form S-3 Resale Shelf”) or on Form S-1 (a “Form S-1 Resale Shelf”)) with the 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 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 include in such Resale Shelf Registration Statement all Registrable Securities held by Holders on the date of the Company Shelf Registration 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 remain be declared effective until by the earlier of SEC as soon as practicable after the initial filing thereof but in any event within ‎‎one hundred and twenty (i120) days after the date on which all Registrable Securities 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 hereof (the “Required PeriodEffectiveness Date”). The At least ten (10) Business ‎Days prior to the first anticipated filing date of a registration statement pursuant to this ‎Agreement, the Company shall maintain notify each Holder in writing (which may be by email) ‎of any information reasonably necessary about the Resale Shelf Registration Statement Holder to include such Holder’s ‎Registrable Securities in accordance with the terms hereofsuch registration statement. If the Resale Shelf Registration Statement covering the Registrable Securities is expected not declared effective by the SEC on or prior to expire under the rules of fifth Business Day following the CommissionEffectiveness Date, the Company will use commercially reasonable efforts make pro rata payments to file each Holder, as liquidated damages and not as a replacement 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 and cause it 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 become effective before the Purchase Agreement by such expiration and 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, the Company will follow the procedures and timelines outlined in not be liable for any liquidated damages under this Section 1(a2(a)(i) with respect to inclusion of the Registrable Securities thereinany Warrant Shares prior to their issuance.

Resale Shelf Registration Statement. As soon following required by Section 6.9 of the Effective Date as is permissible Purchase Agreement, not later than 10 days from the date hereof, Issuer shall prepare and file with the Securities and Exchange Commission (the “SEC”) a resale registration statement on Form S-3 under the applicable rules and regulations of the 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 use commercially reasonable efforts to file or confidentially submit, and to cause Securities Act for an offering to be declared effective made on a continuous basis pursuant to Rule 415 under the earliest date reasonably practicable, a Resale Shelf Registration Statement Securities Act (the “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement shall (a) (whether on Form S-3 (a “Form S-3 Resale Shelf”) or on Form S-1 (a “Form S-1 Resale Shelf”)) with the SEC covering cover the resale of all of the Registrable Securities. The Company shall give written notice Securities (b) include a “Company Shelf Registration Notice”calculation of registration fee table, (c) of identify Holder as a selling security holder, (d) set forth the anticipated filing of any Resale Shelf Registration Statement within ten (10) Business Days prior to such filing or submission to all Holders amount of Registrable Securities issued to Holder and (e) set forth the plan of distribution set forth in Annex A hereto. Issuer shall include in such Resale Shelf Registration Statement all pay the registration fee to cover the Registrable Securities held by Holders on in accordance with Rule 457 under the date of the Company Shelf Registration 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 NoticeSecurities Act. The Company Issuer shall use its commercially reasonable best efforts to cause such the Resale Shelf Registration Statement to become effective as soon as reasonably practicable and remain effective until 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 have no obligation to keep the Resale Self Registration Statement effective after the earlier of (i) such time as Holder has disposed of the date on which all Registrable Securities, unless such disposition qualifies as an Affiliate Transfer, or Holder is able to sell the Registrable Securities 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 of the Securities Act under circumstances in which all of the applicable conditions of such rule (the “Required Period”then in effect) are met). The Company shall maintain the Resale Shelf Registration Statement in accordance with may register securities other than the terms hereofRegistrable Securities. If the The Resale Shelf Registration Statement is expected when declared effective (including the documents incorporated therein by reference) shall comply as to expire under the rules form in all material respects with all applicable requirements of the CommissionSecurities Act and the 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 Company will use commercially reasonable efforts to file a replacement light of the circumstances under which they were made, not misleading. The Resale Shelf Registration Statement and cause it 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 become effective before such expiration and will follow state any material fact necessary in order to make the procedures and timelines outlined statements therein, in this Section 1(a) with respect to inclusion light of the Registrable Securities circumstances under which they were made, not misleading. The 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 therein, including the information set forth in Annex A hereto.

Resale Shelf Registration Statement. As soon following Subject to the Effective Date other applicable provisions of this Agreement, the Corporation shall prepare and file on or prior to the later of (i) the Funding Allocation Deadline (as is permissible under defined in the applicable rules Transaction Agreement) and regulations (ii) the termination of any Lock-Up Periods (as defined herein) associated with Incremental Financings (as defined in the Transaction Agreement) (the “Initial Filing Deadline”), a registration statement on Form S-3 registering the resale from time to time by the Investors, on a delayed or continuous basis pursuant to Rule 415 of the SEC and in any event within thirty (30) calendar days Securities Act, of all of the Effective Date Registrable Securities on Form S-3 (or which registration statement may be in the form of a prospectus supplement to an existing registration statement) (except if “fresh start” accounting the Corporation is requirednot then eligible to register for resale the Registrable Securities on Form S-3, within ninety (90) calendar days of the Effective Date)then such registration shall be on another appropriate form, the Company shall use commercially reasonable efforts to file or confidentially submitincluding a resale registration statement on Form S-1, and to cause to be declared effective on shall provide for the earliest date reasonably practicable, a Resale Shelf Registration Statement registration of such Registrable Securities for resale by the Investors in accordance with any reasonable method of distribution elected by the Investors (the “Resale Shelf Registration Statement”) (whether on Form S-3 (a “Form S-3 ), which method is permissible under the Securities Act pursuant to such applicable registration form, and, unless the Corporation has elected to file the Resale Shelf”) or on Form S-1 (a “Form S-1 Resale Shelf”)) with the 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 of any Resale Shelf Registration Statement within ten (10) Business Days prior in the form of a prospectus supplement to such filing or submission to all Holders of Registrable Securities and shall include in such Resale Shelf Registration Statement all Registrable Securities held by Holders on the date of the Company Shelf Registration 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 an existing registration statement, shall use commercially its reasonable best efforts to cause such Resale Shelf Registration Statement to remain be declared effective until by the SEC as promptly as is reasonably practicable after the filing thereof which effectiveness date shall be no later than the earlier of (i) 45 calendar days after the Initial Filing Deadline and (b) the tenth (10th) Business Day after the date on which all Registrable Securities hereunder are no longer Registrable Securities; and the Corporation is notified (iiorally or in writing, whichever is earlier) by the time SEC 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 will not be “reviewed” or will not be subject to further review (it being agreed that, unless the Corporation has elected to file the Resale Registration Statement in accordance with the terms hereof. If form of a prospectus supplement to an existing registration statement, 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 expected available to expire under the rules of the Commission, the Company will use commercially reasonable efforts to file a replacement Resale Corporation). The Shelf Registration Statement and cause it to become effective before such expiration and will follow may, at the procedures and timelines outlined in this Section 1(a) with respect to Corporation’s sole discretion, also cover any other securities of the Corporation that may be sold by the Corporation or any other securityholders so long as inclusion of such other securities of the Corporation does not limit the number of Registrable Securities thereinregistered for resale pursuant to such Shelf Registration Statement.