Promptly following Closing and in any event within 90 days of the Closing Date, the Purchaser and the Vendor shall prepare and file with the SEC a Registration Statement on Form S-1, covering the resale of the Registrable Securities by the Vendor to its shareholders, as contemplated by Section 2.3, and, at the discretion of the Purchaser, the registration of any other Athena Common Shares with respect to an offering of Athena Common Shares by the Purchaser for its own account or for the account of any of its other shareholders. The Vendor hereby consents to being named as an "underwriter" in such Registration Statement, if in reasonable opinion of the Purchaser and its legal counsel such designation is required. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Vendor at least three Business Days prior to its filing or other submission.

Registration Obligation. The Company has not agreed to file and the

Registration Rights. The Company hereby agrees to register for resale under the Securities Act all of the Conversion Shares issuable upon conversion of the Shares issued to the Lender under this Agreement (the “Registrable Securities”), at the same time as the Company registers shares of its Common Stock for the account of other holders of such shares of Common Stock.

Registration Rights. [[Organization B:Organization]] shall file a “resale” registration statement with the Commission covering the Conversion Shares, so that such shares of common stock will be registered under the Securities Act. [[Organization B:Organization]] will maintain the effectiveness of the “resale” registration statement from the effective date of the registration statement until all Registrable Securities (as defined in the Registration Rights Agreement, attached hereto as [Exhibit B]) covered by such registration statement have been sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144. [[Organization B:Organization]] will use its reasonable best efforts to have such “resale” registration statement filed within ten (10) calendar days of the Closing and declared effective by the Commission as soon as possible and, in any event, by thirty (30) calendar days of the Filing Date (the “Effectiveness Date”). [[Organization B:Organization]] is obligated to pay to [[Organization A:Organization]] a fee of one (1%) percent per month of the stated value of the Series L Preferred Shares, payable in cash, up to a maximum of six (6%) percent, on the Filing Date and the Effectiveness Date if the registration obligations set forth herein have not been met, and pro- rata for each month, or partial month, in excess of the Filing Date and/or the Effectiveness Date that the registration statement has not been declared effective; provided, however, that [[Organization B:Organization]] shall not be obligated to pay any such liquidated damages if [[Organization B:Organization]] is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the Commission pursuant to its authority with respect to “Rule 415” or other rules, regulations, positions or releases issued or actions taken by the Commission, provided [[Organization B:Organization]] registers at such time the maximum number of shares of Common Stock permissible upon consultation with the staff of the Commission.

Mandatory Registration. The Company shall, within thirty (30) calendar days from the date of this Agreement, file with the SEC an initial Registration Statement on Form S-1 (or on another registration statement form the Company is eligible to file), covering the maximum number of Registrable Securities as the Company shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective [[Organization A:Organization]] counsel (in any case including all of the Commitment Shares), subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Formation. The initial Registration Statement shall register only the Registrable Securities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all comments. The Investor acknowledges that it will be identified in the initial Registration Statement as an underwriter within the meaning of Section 2(a)(11) of the Securities Act and shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use commercially reasonable efforts to have the Registration Statement and any amendment declared effective by the SEC as soon as practicable. The Company shall use commercially reasonable efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the date on which the Investor shall have resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

If at any time during the Eligible Period the Stockholder requests in writing (the “Stockholder Demand”) that the Company file a registration statement on Form S-1 (or any successor form to Form S-1) for a public offering of shares of the Registrable Shares of all the Stockholders of the Company and shall, subject to Section 4.1, file such Registration Statement with the SEC as soon as practical after its receipt of such request. The Company shall use commercially reasonable efforts to cause such Registration Statement to be declared effective as soon thereafter as practicable and keep such Registration Statement effective until all the Stockholders, excluding any officers or directors, notify the Company in writing that the Company is no longer required to keep such Registration Statement effective.

No Registration. Purchaser understands that the Purchased Shares have not been registered under the 1933 Act or under the securities laws of any state. Purchaser understands that the Purchased Shares may not be sold, transferred or otherwise disposed of without registration under the 1933 Act and all applicable state securities laws or an exemption therefrom.

No Registration. Such Investor understands that the Shares to be sold to it pursuant to the Private Rights Offering and the Unsubscribed Shares Commitment, including through any Alternative Financing and the Backstop Premium (collectively, the “Investor Shares”), will not be registered under the Securities Act and are being sold to such Investor by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Investor’s representations as expressed herein or otherwise made pursuant hereto.

Securities Law Exemptions. Assuming the accuracy of the representations and warranties of [[Organization A:Organization]] contained herein, the offer and issuance by [[Organization B:Organization]] of the Securities is exempt from registration under the Securities Act. The offer and issuance of the Securities is exempt from registration under the Securities Act pursuant to the exemption provided by [Section 3(a)(9)] thereof. [[Organization B:Organization]] covenants and represents to [[Organization A:Organization]] that neither [[Organization B:Organization]] nor any of its Subsidiaries has received, anticipates receiving, has any agreement to receive or has been given any promise to receive any consideration from [[Organization A:Organization]] or any other Person in connection with the transactions contemplated by the Exchange Documents.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder pursuant to [Section 23], neither of the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.