Page 8 of 15 – SEC Filing
statement with the SEC. The registration statement must be
filed on or before the later of (i) 90 days after the Effective Date and (ii) the date specified in a written notice to the Issuer
by the holders of at least a majority of the Registrable Securities (calculated on an as-converted basis). The registration statement
must cover (i) the shares of Common Stock issued to the Investors pursuant to the Plan plus (ii) 125% of the number of shares of
Common Stock issuable upon conversion of the Convertible Notes issued pursuant to the Plan (without regard to any payments made
in respect of any premium, make-whole premium or fundamental change) as of the trading day immediately preceding the filing deadline
for registration statement and, to the extent permitted by SEC guidance, must also include an indeterminate number of shares of
Common Stock issuable upon conversion of the Convertible Notes as a result of adjustments to the conversion rate pursuant to the
indenture for the Convertible Notes. The term “Initial Registrable Securities” includes (i) all shares of the
Common Stock beneficially owned by the Investors as of the business day prior to the date of the initial filing of such registration
statement, (ii) all shares of Common Stock issued or issuable pursuant to the terms of Convertible Notes beneficially owned by
the Investors as of such date, and (iii) any shares of capital stock issued or issuable with respect to the Convertible Notes or
the Common Stock described in clause (i) or (ii) as a result of any stock split, stock dividend, recapitalization, exchange or
similar event. The Issuer will be required to use its commercially reasonable efforts to have the registration statement declared
effective by the SEC as soon as reasonably practicable, but in no event later than the fifth business day after the date the Issuer
is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will
not be subject to further review.
Additional Registration. From
time to time, the Investors may, by written notice to the Issuer, request that an amount of Additional Registrable Securities be
registered on a registration statement filed with the SEC. The term “Additional Registrable Securities” means,
as of any time, (i) any shares of Common Stock beneficially owned by Investors (including as a result of the beneficial ownership
of Convertible Notes or other derivative securities) whose resale is not then covered by any registration statement that has been
filed pursuant to the Registration Rights Agreement and is either effective or is in the process of being cleared by the SEC and
(ii) any shares of capital stock of the Issuer issued or issuable with respect to the Notes or the New Common Stock, as applicable,
as a result of any stock dividend, stock split, combination, reorganization and similar event or otherwise, without regard to any
limitations on conversion, amortization and/or redemption of the Convertible Notes. If the Issuer receives such notices with respect
to an amount of Additional Registrable Securities representing, on an as-converted basis, at least 1.0% of the outstanding shares
of Common Stock, the Issuer will be required to prepare a registration statement covering the resale of Additional Registrable
Securities and, as soon as reasonably practicable, file the registration statement with the SEC. The registration statement must
be filed within 30 days after the Issuer’s receipt of the notice triggering such filing obligation. The registration statement
must register for resale at least that number of shares of Common Stock equal to the amount of Additional Registrable Securities
determined as of the business day prior to the date such registration statement is initially filed with the SEC, subject to adjustment
as provided in the Stockholders Agreement. Under the Registration Rights Agreement, the Issuer must provide notice to the Investors
of the anticipated filing date of the registration statement not less than five business days prior to the anticipated filing date,
and each Investor is required to notify the Issuer of the number of shares of Common Stock to be included by it in the registration
statement not later than the third business day after receipt of such notice from the Issuer. The Issuer will be required to use
its commercially reasonable effort to have each such registration statement declared effective by the SEC as soon as reasonably
practicable, but in no event later than the date which is the earlier of (x) 90 calendar days after the earlier of the filing date
of such registration statement and 30 days after the Issuer’s receipt of the notice triggering such filing obligation and (y) the
fifth business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that such registration
statement will not be reviewed or will not be subject to further review.
