Common use of Certain Registration Matters Clause in Contracts

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock by the Investors on Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercised.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 SB-2 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 SB-2 promulgated under the Securities Act. Except as specified in Schedule 3.1(v3.1(t), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Securities by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 S-1 promulgated under the Securities Act. Except as specified in set forth on Schedule 3.1(v3.1(w), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e3.2(b)-(f), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Securities by the Company to the Investors under this Agreement is exempt from the Transaction Documents. The Company is eligible to register the resale registration requirements of its Common Stock by the Investors on Form S-3 promulgated under the Securities Act. Except as specified described in Schedule 3.1(v3.1(aa), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company that are currently outstanding registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the InvestorsPurchasers’ representations and warranties set forth in Section 3.2(b)-(e3.2(b) to (e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Securities by the Company to the Investors Purchasers under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on Purchasers under Form S-3 promulgated under the Securities Act. Except as specified set forth in Schedule 3.1(v3.1(u), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 S-1 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), none of the Existing Company Entities has not granted or agreed to grant to any Person other than the Investors pursuant to the Registration Rights Agreement any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares Shares, Warrants and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock by the Investors on Form S-3 SB-2 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercised.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e3.2(a)-(f), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 promulgated under the Securities Act. Except as specified in Disclosure Schedule 3.1(v3.1(s), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer of the Securities and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied, other than any such rights as are not applicable to the registration to be effected pursuant to the Registration Statement.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section Sections 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documentshereunder. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 SB-2 (or under any successor form thereof) promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the no Existing Company Entity has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercised.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 S-1 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrants and the offer of Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v3.1(s), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Securities or any shares of Common Stock issuable upon the conversion or exercise thereof by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock by the Investors on Form S-3 promulgated under the Securities Act. Except as specified described in Schedule 3.1(v3.1(u), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming Based in part upon the accuracy of the InvestorsPurchasers’ representations and warranties set forth in Section 3.2(b)-(e3.2(b)-(i), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Securities by the Company to the Investors Purchasers under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on Purchasers under Form S-3 S-1 promulgated under the Securities Act. Except as specified described in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ Investor’s representations and warranties set forth in Section Sections 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors Investor under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on Investor under Form S-3 S-1 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the no Existing Company Entity has not granted or agreed to grant to any Person other than the Investor any rights (including “piggy-backpiggyback” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrants and the offer of the Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the The Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ ' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 SB-2 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the The Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ Investor’s representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Note by the Company to the Investors Investor under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on Investor under Form S-3 SB-2 promulgated under the Securities Act. Except as specified disclosed in Schedule 3.1(v3.1(w), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 S-1 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the no Existing Company Entity has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction DocumentsDocuments is exempt from the registration requirements of the Securities Act. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 S-1 promulgated under the Securities Act. Except as specified in set forth on Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have require the Company to register any securities of the Company registered with under the Commission or any other governmental authority Securities Act that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Shares, the Warrants, or the Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on Form under Forms S-1 and S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the The Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ ' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v)the Disclosure Materials, the Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrants and the offer of Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 S-1 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the The Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ Purchasers' representations and warranties set forth in Section 3.2(b)-(e3.2(b)-(i), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors Purchasers under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on Purchasers under Form S-3 promulgated under the Securities Act. Except as specified described in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ Purchasers' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors Purchasers under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on Purchasers under Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the The Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 SB-2 or Form S-1 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the The Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 S-1 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the The Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares by the Company and Warrant the Selling Stockholder Shares by the Company Selling Stockholders to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 SB-2 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ ' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock by the Investors on Form S-3 SB-2 promulgated under the Securities Act. Except as specified in Schedule 3.1(v3.1(s), the Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 SB-2 promulgated under the Securities Act. Except as specified in set forth on Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ ' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Securities by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 S-1 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the ---------------------------- accuracy of the Investors’ ' representations and warranties set forth in Section Sections 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Securities by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the The Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ ' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction DocumentsDocuments is exempt from the registration requirements of the Securities Act. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 SB-2 promulgated under the Securities Act. Except as specified in Schedule 3.1(v3.1(x), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ Purchaser’s representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors Purchaser under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on Purchaser under Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the The Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ ' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock by the Investors on Form S-3 promulgated under the Securities Act. Except as specified described in Schedule 3.1(v), and except for registration rights granted to the holders of the First Closing Securities, the Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 promulgated under the Securities Act. Except as specified described in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ ' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares Notes and Warrant Shares Warrants by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 SB-2 promulgated under the Securities Act. Except as specified disclosed in Schedule SCHEDULE 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 SB-2 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 S-1 or Form SB-2 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the The Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e)3.2, no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 promulgated under the Securities Act. Except as specified in set forth on Schedule 3.1(v3.1(u), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Securities by the Company to the Investors under the Transaction Documents. The Company is eligible to register the Shares for resale of its Common Stock by the Investors on under Form S-3 S-1 promulgated under the Securities Act. Except as specified in set forth on Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares Notes and Warrant Shares Warrants by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ Purchasers' representations and warranties set forth in Section 3.2(b)-(e3.2(b)-(g), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors Purchasers under the Transaction Documents. The Company is eligible to register the resale of its Common Stock the Shares for resale by the Investors on Purchasers under Form S-3 SB-2 promulgated under the Securities Act. Except as specified described in Schedule 3.1(v3.1(r), the Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 S-1 promulgated under the Securities Act. Except as specified in set forth on Schedule 3.1(v)) attached hereto, the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ ' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock by the Investors on Form S-3 promulgated under the Securities Act. Except as specified described in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ ' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares Shares, the Warrants and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock by the Investors on Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e3.2(b)-(f), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Securities by the Company to the Investors under this Agreement and the Transaction Documents. The Company Additional Investment Rights is eligible to register exempt from the resale registration requirements of its Common Stock by the Investors on Form S-3 promulgated under the Securities Act. Except as specified described in Schedule 3.1(v3.1(z), the Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) that are currently outstanding to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 S-1 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v)the Disclosure Materials, the Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock by the Investors on Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedauthority, other than the registration rights afforded to the holders of the Company’s securities the resale of which is registered pursuant to the Company’s registration statement on Form S-1, File Number 333-194694.

Certain Registration Matters. Assuming the accuracy of the Investors’ ' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer offer, sale and sale issuance of the Shares and Warrant Shares Securities by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v3.1(u), the Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Securities by the Company to the Investors under this Agreement and the Transaction Documents. The Company Additional Investment Right is eligible to register exempt from the resale registration requirements of its Common Stock by the Investors on Form S-3 promulgated under the Securities Act. Except as specified described in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) that are currently outstanding to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrants and the offer of the Warrant Shares by the Company and the Selling Stockholder Shares (as applicable) by the Selling Stockholder to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 S-1 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Notes by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ ' representations and warranties set forth in Section 3.2(b)-(e)3.2, no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Notes by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 SB-2 promulgated under the Securities Act. Except as specified in Schedule 3.1(v3.1(u), the Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Securities by the Company and the Selling Stockholder (as applicable) to the Investors under the Transaction Documents. The Company is eligible to register the Securities for resale of its Common Stock by the Investors on under Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock by the Investors on Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ Investor’s representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares Shares, Warrants and Warrant Shares by the Company to the Investors Investor under the Transaction Documents. The Company is eligible to register the resale of its Common Stock by the Investors Investor on Form S-3 S-1 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercised.

Certain Registration Matters. Assuming the accuracy of the Investors’ Investor’s representations and warranties set forth in Section 3.2(b)-(e3.2(b)-(d), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Securities by the Company to the Investors Investor under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on Investor under Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the The Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ Purchasers' representations and warranties set forth in Section 3.2(b)-(e3.2(b)-(i), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Securities by the Company to the Investors Purchasers under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on Purchasers under Form S-3 promulgated under the Securities Act. Except as specified described in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ ' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Securities by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 SB-2 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the The Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercised.

Certain Registration Matters. Assuming the accuracy of the Investors’ ' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock by the Investors on Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercised.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 SB-2 promulgated under the Securities Act. Except as specified in Schedule 3.1(v3.1(u), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ Investor's representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Securities by the Company to the Investors Investor under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on Investor under Form S-3 S-1 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercised.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e3.2(b)-3.2(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Securities by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercised.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e3.2(b) -(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 S-1 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the The Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrants and the offer of the Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer offer, sale and sale issuance of the Shares and Warrant Shares Securities by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 SB-2 promulgated under the Securities Act. Except for the Registrable Securities (as defined in the Registration Rights Agreement) and as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercised.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section Sections 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock by the Investors on Form S-3 promulgated under the Securities Act. Except as specified in disclosed on Schedule 3.1(v3.1(u), the Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ ' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 S-1 promulgated under the Securities Act. Except as specified in Schedule 3.1(vSCHEDULE 3.1(V), the Company has not granted or agreed to grant to any Person any rights (including “"piggy-back” " registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Convertible Notes by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e3.2(b)-(f), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Securities by the Company to the Investors under this Agreement and the Transaction Documents. The Company Warrants is eligible to register exempt from the resale registration requirements of its Common Stock by the Investors on Form S-3 promulgated under the Securities Act. Except as specified described in Schedule 3.1(v3.1(z), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) that are currently outstanding to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors on under Form S-3 S-1 promulgated under the Securities Act. Except as specified in Schedule 3.1(v3.1(u), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercisedsatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ ' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares Shares, Warrants and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock by the Investors on Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercised.