No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither [[Organization B:Organization]] nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of [[Organization B:Organization]] in any Registration Statements other than the Registrable Securities. [[Organization B:Organization]] shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit [[Organization B:Organization]] from filing amendments to registration statements filed prior to the date of this Agreement.

Piggyback Registration Rights. If, at any time following the Closing there is not an effective Registration Statement covering all of the Registrable Securities, and the Company shall determine to prepare and file with the Commission a registration statement (other than the Financing Registration Statement) relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to the Purchaser a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, the Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities that the Purchaser may request to be registered, or such amount as otherwise shall be permitted to be included thereon in accordance with applicable rules, regulations and interpretations of the Commission, so as to permit the resale of such Registrable Securities by the Purchaser under Rule 415 under the Securities Act; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 4.2(b) that are the subject of a then effective Registration Statement.

Piggyback Registration Rights. (a) If the Company approves filing a Form S-1 or Form S-3 registration statement under the Securities Act of 1933, as amended, or any successor form, but excluding any Form S-8 or Form S-4 registration statement ("Registration Statement") for a primary offering of Company Common Stock, $0.01 par value per share, ("Common Stock") from January 25, 2023, through January 25, 2024 ("Rights Period"), then the Company will notify the Grantee of its intent to file the Registration Statement ("Filing Notice") at least twenty (20) days prior to the filing of the Registration Statement with the Securities and Exchange Commission ("SEC"). Grantee shall have piggyback registration rights for all of the shares of Common Stock issued upon conversion of the Shares ("Conversion Shares"), if any, in respect of and for any Registration Statement filed during the Rights Period with the SEC, but the piggyback registration rights are only exercisable if the Grantee notifies the Company in writing of his election to exercise his piggyback registration rights within ten (10) days after receipt of the Filing Notice ("Election Notice"). If there is a timely received Election Notice for any Registration Statement filed during the Rights Period, then the Registration Statement will register all of the Shares for possible resell by the Grantee. (b) All fees and expenses incident to the performance of or compliance with this [Section 3] by the Company shall be borne by the Company, whether or not any Conversion Shares are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, # all federal and state registration and filing fees; # legal and accounting fees and costs; # cost of any filings required to be made with any national securities market or national quotation system on which the Common Stock is listed or quoted for public trading # fees and costs of compliance with any applicable state securities or Blue Sky laws; # Registration Statement printing expenses (including, without limitation, expenses of printing certificates for registered securities); # messenger, telephone and delivery expenses, # cost of any Securities Act of 1933 liability insurance, if the Company so desires that insurance, and # fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this [Section 3].

Piggyback Registration Rights. The Borrower shall include on the next registration statement the Borrower files with SEC (or on the subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion of this Note. Failure to do so will result in liquidated damages of 25% of the outstanding principal balance of this Note, but not less than Fifteen Thousand and No/100 United States Dollars ($15,000), being immediately due and payable to the Holder at its election in the form of cash payment or addition to the balance of this Note.

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.

Filing. To ensure the enforceability or admissibility in evidence of this Agreement and each other Loan Document to which the Subsidiary Borrower is a party in its jurisdiction of organization (“Home Country”), it is not necessary that this Agreement or any other Loan Document to which the Subsidiary Borrower is a party or any other document be filed or recorded with any court or other authority in its Home Country or that any stamp or similar tax be paid in respect of this Agreement or any other Loan Document of the Subsidiary Borrower. The qualification by any Lender or the Administrative Agent for admission to do business under the laws of the Subsidiary Borrower’s Home Country does not constitute a condition to, and the failure to so qualify does not affect, the exercise by any Lender or the Administrative Agent of any right, privilege, or remedy afforded to any Lender or the Administrative Agent in connection with the Loan Documents to which the Subsidiary Borrower is a party or the enforcement of any such right, privilege, or remedy against the Subsidiary Borrower. The performance by any Lender or the Administrative Agent of any action required or permitted under the Loan Documents will not # violate any law or regulation of the Subsidiary Borrower’s Home Country or any political subdivision thereof, # result in any tax or other monetary liability to such party pursuant to the laws of the Subsidiary Borrower’s Home Country or political subdivision or taxing authority thereof (provided, that, should any such action result in any such tax or other monetary liability to the Lender or the Administrative Agent, the Subsidiary Borrower hereby agrees to indemnify such Lender or the Administrative Agent, as the case may be, against # any such tax or other monetary liability and # any increase in any tax or other monetary liability which results from such action by such Lender or the Administrative Agent and, to the extent the Subsidiary Borrower makes such indemnification, the incurrence of such liability by the Administrative Agent or any Lender will not constitute a Default) or # violate any rule or regulation of any federation or organization or similar entity of which the Subsidiary Borrower’s Home Country is a member.

“Registration” means any registration pursuant to this Agreement, including pursuant to a Registration Statement or a Piggyback Registration.

“Piggyback Registration” has the meaning given such term in the Registration Rights Agreement.

“Registration Statement” means a Demand Registration Statement or a Piggyback Registration Statement, as the case may be.

promptly upon the filing hereof, copies of any registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and any annual, quarterly or monthly reports and other statements and reports which Borrower or any Guarantor shall file with the SEC;