Mandatory Registration. The Company shall, within ten (10) Business Days after the date hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as 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 legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. 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 such comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date. The Company shall use reasonable best 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.

Registration Procedures. In the case of the registration effected by the Company pursuant to this Agreement, the Company will keep each Holder advised in writing as to the initiation of such registration and as to the completion thereof. The Company will:

In connection with [[Organization B:Organization]]’s registration obligations hereunder, [[Organization B:Organization]] shall:

All fees and expenses incident to [[Organization B:Organization]]’s performance of or compliance with its obligations under this Agreement (excluding any underwriting discounts and selling commissions, which shall be borne solely by the Holder(s)) shall be borne by [[Organization B:Organization]] whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, # all registration and filing fees (including, without limitation, fees and expenses # with respect to filings required to be made with the principal trading market on which the Common Stock is then listed for trading, and # in compliance with applicable state securities or Blue Sky laws), # printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), # messenger, telephone and delivery expenses, # reasonable fees and disbursements of counsel for [[Organization B:Organization]], # Securities Act liability insurance, if [[Organization B:Organization]] so desires such insurance, and # reasonable fees and expenses of all other Persons retained by [[Organization B:Organization]] in connection with the consummation of the transactions contemplated by this Agreement. In addition, [[Organization B:Organization]] shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall [[Organization B:Organization]] be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Agreements, any legal fees or other costs of the Holders. To the extent that underwriting discounts and selling commissions are incurred in connection with the sale of Registrable Securities in an Underwritten Offering hereunder, such underwriting discounts and selling commissions shall be borne by the Holders of Registrable Securities sold pursuant to such Underwritten Offering, pro rata on the basis of the number of Registrable Securities sold on their behalf in such Underwritten Offering.

Registration Statement. None of the information relating to the Company or its Subsidiaries to be supplied by the Company, or by any other Person acting on behalf of the Company at its direction, in writing specifically for inclusion in the Registration Statement will, as of the date the Registration Statement (or any amendment or supplement thereto) is first mailed to the BRPA Stockholders, at the time of the BRPA Special Meeting, or at the Effective Time, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, notwithstanding the foregoing provisions of this Section 2.24, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Registration Statement that were not supplied by or on behalf of the Company for use therein.

Registration Statement. The Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC which remains in effect with respect to the Registration Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending.

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

Complete Offer and Agreement. This letter and the referenced agreements contain our complete understanding and agreement regarding the terms of your employment by the Company. There are no other, different or prior agreements or understandings on this or related subjects. Changes to the terms of your employment can be made only in a writing signed by you and the Company’s President, although it is understood that the Company may, from time to time, in its sole discretion, adjust the salaries, incentive compensation and benefits paid to you and its other employees, as well as job titles, locations, duties, responsibilities, assignments and reporting relationships.

Right of First Offer. ​ hereby grants to the originally named ​ herein and any “Permitted Transferee Assignee”, a right of first offer (the “Right of First Offer“) with respect to space located in all or a portion of the buildings to be constructed at 1410 Harbor Bay Parkway, Alameda, California, and 1430 Harbor Bay Parkway, Alameda, California, California (individually and collectively, the “First Offer Space“) for so long as ​ or a ​ affiliate (an entity which is controlled by, controls, or is under common control with, ​) (“​ Affiliate“) holds title to both the Premises and the First Offer Space and underlying real property. ​’s right of first offer shall be on the terms and conditions set forth in this Section 1.3.