Common use of OBLIGATIONS OF THE BUYER Clause in Contracts

OBLIGATIONS OF THE BUYER. a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock. b. The Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder. c. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled.

OBLIGATIONS OF THE BUYER. a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock. b. The Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder. c. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, each Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a Buyer has furnished that such Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Buyer of the Buyer in writing of any other information the Company reasonably requires from such Buyer. Any such information 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 Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stockstatements therein not misleading. b. The Buyer Each Buyer, by such Buyer’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any a Registration Statement hereunder, unless such Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. c. The In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. d. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(e) or any notice of the kind described in the first sentence of Section 3(e3(f), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) or and, if so directed by the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares a certificate of Common Stock without any restrictive legend destruction) all copies in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settledsuch notice.

OBLIGATIONS OF THE BUYER. a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock. b. The Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder. c. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws. .. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled.

OBLIGATIONS OF THE BUYER. a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock. b. The Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder. c. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws. .. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, the Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyer has furnished that the Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Buyer in writing of any other the information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stockeach Buyer. b. The Buyer Buyer, by the Buyer's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements the Registration Statements hereunder, unless the Buyer has notified the Company in writing of the Buyer's election to any exclude all of the Buyer's Registrable Securities from the Registration Statement hereunderStatements. c. In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer's election to exclude all of the Buyer's Registrable Securities from such Registration Statement. d. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(e) or any notice of the kind described in the first sentence of Section 3(e3(f), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s 's receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) or and, if so directed by the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contraryCompany a certificate of destruction) all copies in the Buyer's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Buyer may participate in any underwritten registration hereunder unless the Buyer (i) agrees to sell the Buyer's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company shall cause its Transfer Agent pursuant to deliver Section 5 below. f. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as promptly as practicable shares Annex A (a “Selling Shareholder Questionnaire”) not less than two Trading Days prior to the Filing Date or by the end of Common Stock without any restrictive legend the fourth Trading Day following the date on which such Holder receives draft materials in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settledthis Section.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, the Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyer has furnished that the Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Buyer in writing of any other the information the Company reasonably requires from each the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common StockBuyer. b. The Buyer Buyer, by the Buyer's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements the Registration Statements hereunder, unless the Buyer has notified the Company in writing of the Buyer's election to any exclude all of the Buyer's Registrable Securities from the Registration Statement hereunderStatements. c. In the event of an underwritten offering pursuant to Section 2(d) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer's election to exclude all of the Buyer's Registrable Securities from such Registration Statement. d. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e3(g), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s 's receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or 3(g) and, if so directed by the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contraryCompany a certificate of destruction) all copies in the Buyer's possession, of the Company shall cause its Transfer Agent prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Buyer may participate in any underwritten registration hereunder unless the Buyer (i) agrees to deliver as promptly as practicable shares sell the Buyer's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of Common Stock without any restrictive legend in accordance with attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of the Purchase Agreement such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in connection with any sale excess of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from those payable by the Company of the happening of any event of the kind described in pursuant to Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled5 below.

OBLIGATIONS OF THE BUYER. a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common StockRegistrable Securities. b. The Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder. c. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock Securities without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, each Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete a Registration pursuant to this Agreement with respect to the Registrable Securities of a Buyer has furnished that such Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least five (5) business days prior to the first anticipated filing date of a Registration Statement under which Registrable Securities will be registered, the Company shall notify each Buyer of the Buyer in writing of any other information the Company reasonably requires from such Buyer. Any such information 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 not misleading. A Buyer in connection with any must provide such information to the Company at least two (2) business days prior to the first anticipated filing date of such Registration Statement hereunder. The if such Buyer will as promptly as practicable notify the Company of elects to have any material change Registrable Securities included in the information set forth in Exhibit B, other than changes in its ownership of the Common StockRegistration Statement. b. The Buyer Each Buyer, by the Buyer’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any each Registration Statement hereunder, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. c. The In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, each Buyer agrees to enter into and perform such Buyer’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. d. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section Sections 3(e), 3(f) or any notice of the kind described in the first sentence of Section 3(e3(q), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in termination of the first sentence of Section 3(e)Grace Period, and, if so directed by the Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares a certificate of Common Stock without any restrictive legend destruction) all copies in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. Each Buyer agrees that it will not effect any disposition or other transfer of the Registrable Securities that would constitute a notice sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act or pursuant to, and as contemplated in, a Registration Statement, and that it will promptly notify the Company of any material changes in the happening information set forth in a Registration Statement furnished by or regarding such Buyer or its plan of any event distribution other than changes in the number of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settledshares beneficially owned.

OBLIGATIONS OF THE BUYER. a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock. b. The Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder. c. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, the Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyer has furnished that the Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Buyer in writing of any other the information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stockeach Buyer. b. The Buyer Buyer, by the Buyer's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements the Registration Statements hereunder, unless the Buyer has notified the Company in writing of the Buyer's election to any exclude all of the Buyer's Registrable Securities from the Registration Statement hereunderStatements. c. In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer's election to exclude all of the Buyer's Registrable Securities from such Registration Statement. d. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(e) or any notice of the kind described in the first sentence of Section 3(e3(f), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s 's receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) or and, if so directed by the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contraryCompany a certificate of destruction) all copies in the Buyer's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Buyer may participate in any underwritten registration hereunder unless the Buyer (i) agrees to sell the Buyer's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company shall cause its Transfer Agent pursuant to deliver Section 5 below. f. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as promptly as practicable shares Annex B (a “Selling Shareholder Questionnaire”) by the end of Common Stock without any restrictive legend the third (3rd) Trading Day following the date on which such Holder receives draft materials in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settledthis Section.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, each Investor shall have the following obligations: a. The Buyer has furnished It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of an Investor that such Investor shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least ten (10) business days prior to the anticipated filing date of the Registration Statement, the Company shall notify each Investor of the Buyer information the Company requires from such Investor. b. In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Investor agrees to enter into and perform the Investor’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Investor has notified the Company in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership Investor’s election to exclude all of the Common Stock. b. The Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Investor’s Registrable Securities from such Registration Statement hereunderStatement. c. The Buyer Each Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c) or the happening of any an event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of pursuant to Section 3(e) hereof (which, with respect to Section 3(e) and events thereunder, in no event shall exceed three (3) trading days in any month or ten (10) trading days in any calendar year), the Buyer such Investor will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities Securities, until the BuyerInvestor’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or filed with the first sentence SEC and until any related post-effective amendment is declared effective; provided, that for purposes of Section 3(e). In additionclarification, upon receipt of any notice from the Company of the kind described notwithstanding anything in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything this Agreement to the contrary, the Company shall cause each Investor may continue to sell its Transfer Agent to deliver as promptly as practicable shares of Company Common Stock without (and any restrictive legend other Company securities) under Rule 144 promulgated under the Securities Act or in accordance with the terms any other manner not in violation of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settledapplicable securities laws.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, the Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyer has furnished that the Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least five (5) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Buyer in writing of any other the information the Company reasonably requires from the Buyer in connection with any Registration Statement hereundereach Buyer. The Buyer will as promptly as practicable notify must provide such information to the Company at least three (3) Business Days prior to the first anticipated filing date of such Registration Statement if such Buyer elects to have any material change Registrable Securities included in the information set forth in Exhibit B, other than changes in its ownership of the Common StockRegistration Statement. b. The Buyer Buyer, by the Buyer’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any a Registration Statement hereunder, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. c. In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. d. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(e) or 3(f) or any notice the commencement of the kind described in the first sentence of Section 3(e)a Grace Period, the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) and, if so directed by the Company, the Buyer shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the first sentence Company a certificate of Section 3(e). In additiondestruction) all copies in the Buyer’s possession, upon of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. The Buyer agrees that it will not effect any notice disposition or other transfer of the Registrable Securities that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act or pursuant to, and as contemplated in, the Registration Statement, and that it will promptly notify the Company of the kind described any material changes in the first sentence of Section 3(e), information set forth in the Registration Statement furnished by or regarding the Buyer will immediately discontinue purchases or sales its plan of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settleddistribution.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, the Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyer has furnished that the Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Buyer in writing of any other the information the Company reasonably requires from each the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common StockBuyer. b. The Buyer Buyer, by the Buyer's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements the Registration Statements hereunder, unless the Buyer has notified the Company in writing of the Buyer's election to any exclude all of the Buyer's Registrable Securities from the Registration Statement hereunderStatements. c. In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer's election to exclude all of the Buyer's Registrable Securities from such Registration Statement. d. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e3(g), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s 's receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or 3(g) and, if so directed by the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contraryCompany a certificate of destruction) all copies in the Buyer's possession, of the Company shall cause its Transfer Agent prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Buyer may participate in any underwritten registration hereunder unless the Buyer (i) agrees to deliver as promptly as practicable shares sell the Buyer's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of Common Stock without any restrictive legend in accordance with attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of the Purchase Agreement such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in connection with any sale excess of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from those payable by the Company of the happening of any event of the kind described in pursuant to Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled5 below.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, each Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a Buyer has furnished that such Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Buyer of the Buyer in writing of any other information the Company reasonably requires from such Buyer. Any such information 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 Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stockstatements therein not misleading. b. The Buyer Each Buyer, by such Buyer’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any a Registration Statement hereunder, unless such Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. c. The Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(e) or any notice of the kind described in the first sentence of Section 3(e3(f), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) or and, if so directed by the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares a certificate of Common Stock without any restrictive legend destruction) all copies in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settledsuch notice.

OBLIGATIONS OF THE BUYER. a. The 7.1 For the duration of this Contract, Buyer has furnished shall be responsible for routine and ordinary maintenance of the Goods in accordance with the recommendations and guidelines of the Seller, which shall be provided upon Installation. Buyer shall use the Goods in accordance with Sellers guidelines at all times and shall maintain the Goods in good working order. 7.2 Buyer shall allow Personnel unrestricted access to the Company Site and to the Goods at all reasonable times in Exhibit B hereto such information regarding itself, order to perform required Services. Such access may include access to the Registrable Securities held Confidential Information used by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunderthe Goods. The Buyer will as promptly as practicable notify Seller shall be obliged to comply with the Company provisions of Clause 16 regarding access and/or use of any material change in Buyer Confidential Information. 7.3 Buyer shall make available to the information set forth in Exhibit BSeller at its own expense such personnel, other than changes in time, supplies, equipment, assistance and cooperation of Buyer as the Seller shall reasonably request for the proper performance of its ownership obligations under this Contract. 7.4 In the event of the Common Stock. b. The Goods and/or Services being supplied to a Site offshore, Buyer agrees shall provide offshore access and shall provide, at no cost to cooperate with the Company as reasonably requested Seller Group, all routine and medivac transportation for Seller Personnel and transportation for such Goods and/or Services which are capable of transportation by helicopter or supply boat between Site and/or any onshore operating base. Buyer shall further be liable and pay Seller for documented cost for meals and accommodation resulting directly from delays caused by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder. c. The Buyer agrees that, upon receipt of any notice from the Company failure of the happening of any event or existence of facts of Buyer to provide the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend transportation in accordance with this Clause. 7.5 Buyer shall maintain regular adequate backups of all data provided to the terms of Seller in order to ensure continued data security and retention. The Seller shall not be obliged to recreate or restore, or be liable in any way for the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined Buyer's data in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described Buyer's failure to maintain adequate back-up of all data. 7.6 Buyer shall not be entitled to replace the Goods without the prior written consent of the Seller, such consent not to be unreasonably withheld. Notwithstanding the above, but always subject to the Sellers express and written consent, in Section 3(fthe event the Goods are deemed inoperable Buyer shall be entitled (at its own cost, risk and without extra charge by Seller) to use the License upon such alternative machines. 7.7 Notwithstanding anything else to the contrary within this Contract, Buyer shall not be entitled to modify any Goods, Licence and/or Services nor to merge the same with any other software program, or goods or install any additional software upon the first sentence Goods unless such Goods are provided by the Seller. 7.8 Modified, merged or issued Goods provided by the Seller shall be governed by the terms and conditions of Section 3(e) and for which the Buyer has not yet settledthis Contract.

OBLIGATIONS OF THE BUYER. a. The At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Buyer has furnished in writing of the information the Company requires from such Buyer if such Buyer elects to have any of such Buyer's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyer that such Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock. b. The Buyer Buyer, by such Buyer's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder, unless such Buyer has notified the Company in writing of such Buyer's election to exclude all of such Buyer's Registrable Securities from such Registration Statement. c. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(g) or any notice of the kind described in the first sentence of Section 3(e3(f), the such Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(sRegistration Statement(s) covering such Registrable Securities until the such Buyer’s 's receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f3(g) or the first sentence of Section 3(e). In addition, upon 3(f) or receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases that no supplement or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities lawsamendment is required. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent transfer agent to deliver as promptly as practicable unlegended shares of Common Stock without any restrictive legend to a transferee of the Buyer in accordance with the terms of the Purchase Investment Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received entered into a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) contract for sale prior to the Buyer’s 's receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f3(g) or the first sentence of Section 3(e3(f) and for which the Buyer has not yet settled. d. The Buyer covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, the Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyer has furnished that the Buyer shall comply with the Plan of Distribution attached hereto as Exhibit A and furnish to the Company the Selling Securityholder Notice and Questionnaire in the form attached hereto as Exhibit B hereto A, along with such information regarding itselfits beneficial ownership of the Company at the time of filing the registration statement and the name of the person(s) that has voting and dispositive control over the Registrable Securities. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other the information the Company reasonably requires from each the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common StockBuyer. b. The Buyer Buyer, by the Buyer's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements the Registration Statements hereunder, unless the Buyer has notified the Company in writing of the Buyer's election to any exclude all of the Buyer's Registrable Securities from the Registration Statement hereunderStatements. c. In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer's election to exclude all of the Buyer's Registrable Securities from such Registration Statement. d. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e3(g), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s 's receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or 3(g) and, if so directed by the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contraryCompany a certificate of destruction) all copies in the Buyer's possession, of the Company shall cause its Transfer Agent prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Buyer may participate in any underwritten registration hereunder unless the Buyer (i) agrees to deliver as promptly as practicable shares sell the Buyer's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of Common Stock without any restrictive legend in accordance with attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of the Purchase Agreement such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in connection with any sale excess of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from those payable by the Company of the happening of any event of the kind described in pursuant to Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled5 below.

OBLIGATIONS OF THE BUYER. a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock. b. The Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder. c. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled.

OBLIGATIONS OF THE BUYER. Following the Shareholder Approval Date, in connection with the registration of the Registrable Securities, each Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a Buyer has furnished that such Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Buyer of the Buyer in writing of any other information the Company reasonably requires from the such Buyer, and such Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify shall deliver such information to the Company as soon as reasonably possible, but in no event later than four (4) calendar days after the Company’s initial request for such information. Any information delivered by any Buyer shall not contain any untrue statement of any a material change in fact or omit to state a material fact required to be stated therein, or necessary to make the information set forth in Exhibit B, other than changes in its ownership of the Common Stockstatements therein not misleading. b. The Buyer Each Buyer, by such Buyer’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any a Registration Statement hereunder, unless such Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. c. The In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, each Buyer agrees to enter into and perform the Buyer’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Buyer has notified the Company in writing of such Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. d. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(e), 3(f) or any notice of the kind described in the first sentence of Section 3(e3(q), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s receipt of (which may be accomplished through electronic deliveryi) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) or (ii) the first sentence written notice of the termination of the Grace Period as contemplated by Section 3(e3(q). In addition, upon receipt of any notice from If so directed by the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases shall deliver to the Company (at the expense of the Company) or sales destroy (and deliver to the Company a certificate of destruction) all copies in the Buyer’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. Each Buyer acknowledges and agrees that the Company shall not provide any securities drafts of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, and, in the case of a Registration Statement referred to in Section 2(a), each letter written by or on behalf of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything to the contrary, SEC or the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms staff of the Purchase Agreement in connection with any sale SEC, and each item of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice correspondence from the Company SEC or the staff of the happening SEC, in each case relating to such Registration Statement (other than any portion of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and thereof which contains information for which the Company has sought confidential treatment) pursuant to Section 3(c) hereof, unless at or prior to such time Buyer has not yet settledentered into a confidentiality agreement, in a form reasonably acceptable to Buyer and the Company.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, each Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a Buyer has furnished that such Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Buyer of the Buyer in writing of any other information the Company reasonably requires from such Buyer. Any such information 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 Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stockstatements therein not misleading. b. The Buyer Each Buyer, by such Buyer’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any a Registration Statement (including the filing of the initial prospectus supplement referred to in Section 2(a)(i) above) hereunder, unless such Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. c. The In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. d. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(e) or any notice of the kind described in the first sentence of Section 3(e3(f), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) or and, if so directed by the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares a certificate of Common Stock without any restrictive legend destruction) all copies in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settledsuch notice.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, the Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyer has furnished that the Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least five (5) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Buyer in writing of any other the information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stockeach Buyer. b. The Buyer Buyer, by the Buyer’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any a Registration Statement hereunder, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. c. In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. d. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(e) or any notice of the kind described in the first sentence of Section 3(e3(f), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) or and, if so directed by the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares a certificate of Common Stock without any restrictive legend destruction) all copies in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settledsuch notice.

OBLIGATIONS OF THE BUYER. a. The Company shall notify the Buyer has furnished in writing of the information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock. b. The Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder. c. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities lawsCompany. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent transfer agent to promptly deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled.

OBLIGATIONS OF THE BUYER. a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock. b. The Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder. c. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled.applicable

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, the Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyer has furnished that the Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Buyer in writing of any other the information the Company reasonably requires from each the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common StockBuyer. b. The Buyer Buyer, by the Buyer’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements the Registration Statements hereunder, unless the Buyer has notified the Company in writing of the Buyer’s election to any exclude all of the Buyer’s Registrable Securities from the Registration Statement hereunderStatements. c. In the event of an underwritten offering pursuant to Section 2(d) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. d. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e3(g), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or 3(g) and, if so directed by the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contraryCompany a certificate of destruction) all copies in the Buyer’s possession, of the Company shall cause its Transfer Agent prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Buyer may participate in any underwritten registration hereunder unless the Buyer (i) agrees to deliver as promptly as practicable shares sell the Buyer’s Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of Common Stock without any restrictive legend in accordance with attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of the Purchase Agreement such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in connection with any sale excess of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from those payable by the Company of the happening of any event of the kind described in pursuant to Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled5 below.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, each Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a Buyer has furnished that such Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least five (5) business days prior to the anticipated filing date of the Registration Statement, the Company shall notify each Buyer of the Buyer in writing of any other information the Company reasonably requires from such Buyer. Any such information 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 Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stockstatements therein not misleading. b. The Buyer Each Buyer, by such Buyer’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any a Registration Statement hereunder, unless such Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. c. The In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. d. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(e) or any notice of the kind described in the first sentence of Section 3(e3(f), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) or and, if so directed by the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares a certificate of Common Stock without any restrictive legend destruction) all copies in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settledsuch notice.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, each Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a Buyer has furnished that such Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Buyer of the Buyer in writing of any other information the Company reasonably requires from such Buyer. Any such information 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 not misleading. Any Filing Deadline or Additional Filing Deadline under this Agreement shall be extended for such period of time as Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in fails to provide the information set forth in Exhibit B, other than changes in its ownership of the Common Stockrequired by this Section 4(a). b. The Buyer Each Buyer, by such Buyer’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any a Registration Statement hereunder, unless such Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. c. The In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. d. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(e) or any notice of the kind described in the first sentence of Section 3(e3(f), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) or and, if so directed by the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares a certificate of Common Stock without any restrictive legend destruction) all copies in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settledsuch notice.

OBLIGATIONS OF THE BUYER. a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock. b. The Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder. c. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities lawsCompany. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent transfer agent to promptly deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled.

OBLIGATIONS OF THE BUYER. a. The At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Buyer has furnished in writing of the information the Company requires from such Buyer if such Buyer elects to have any of such Buyer's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyer that such Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock. b. The Buyer Buyer, by such Buyer's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments Registration Statement hereunder, unless such Buyer has notified the Company in writing of such Buyer's election to exclude all of such Buyer's Registrable Securities from such Registration Statement. c. In the event there is any delay the provision of information reasonably requested by the Company in connection with the preparation and supplements to filing of any Registration Statement hereunder, the Effectiveness Deadline shall be extended by a number of days equal to the duration of such delay. c. d. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(g) or any notice of the kind described in the first sentence of Section 3(e3(f), the such Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(sRegistration Statement(s) covering such Registrable Securities until the such Buyer’s 's receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f3(g) or the first sentence of Section 3(e). In addition, upon 3(f) or receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases that no supplement or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities lawsamendment is required. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent transfer agent to deliver as promptly as practicable unlegended shares of Common Stock without any restrictive legend to a transferee of the Buyer in accordance with the terms of the Purchase Investment Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received entered into a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) contract for sale prior to the Buyer’s 's receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f3(g) or the first sentence of Section 3(e3(f) and for which the Buyer has not yet settled. e. The Buyer covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, the Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyer has furnished that the Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least five (5) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Buyer in writing of any other the information the Company reasonably requires from the Buyer in connection with any Registration Statement hereundereach Buyer. The Buyer will as promptly as practicable notify must provide such information to the Company at least three (3) business days prior to the first anticipated filing date of such Registration Statement if such Buyer elects to have any material change Registrable Securities included in the information set forth in Exhibit B, other than changes in its ownership of the Common StockRegistration Statement. b. The Buyer Buyer, by the Buyer’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any a Registration Statement hereunder, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. c. In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer’s obligations under an underwriting agreement, in reasonable form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. d. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(e) or 3(f) or any notice the commencement of the kind described in the first sentence of Section 3(e)a Grace Period, the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) and, if so directed by the Company, the Buyer shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the first sentence Company a certificate of Section 3(e). In additiondestruction) all copies in the Buyer’s possession, upon of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. The Buyer agrees that it will not effect any notice disposition or other transfer of the Registrable Securities that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act or pursuant to, and as contemplated in, the Registration Statement, and that it will promptly notify the Company of the kind described any material changes in the first sentence of Section 3(e), information set forth in the Registration Statement furnished by or regarding the Buyer will immediately discontinue purchases or sales its plan of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settleddistribution.

OBLIGATIONS OF THE BUYER. a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock. b. The Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder. c. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities lawsCompany. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to promptly deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled.

OBLIGATIONS OF THE BUYER. a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder, and the Buyer shall promptly furnish such information to the Company. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common StockShares. b. The Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder. c. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock Shares without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, each Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a Buyer has furnished that such Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Buyer of the Buyer in writing of any other information the Company reasonably requires from such Buyer. Any such information 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 Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stockstatements therein not misleading. b. The Buyer Each Buyer, by such Buyer’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any a Registration Statement hereunder, unless such Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. c. The [RESERVED] d. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(e) or any notice of the kind described in the first sentence of Section 3(e3(f), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) or and, if so directed by the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares a certificate of Common Stock without any restrictive legend destruction) all copies in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settledsuch notice.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, the Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyer has furnished that the Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Buyer in writing of any other the information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stockeach Buyer. b. The Buyer Buyer, by the Buyer’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements the Registration Statements hereunder, unless the Buyer has notified the Company in writing of the Buyer’s election to any exclude all of the Buyer’s Registrable Securities from the Registration Statement hereunderStatements. c. In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. d. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(e) or any notice of the kind described in the first sentence of Section 3(e3(f), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) or and, if so directed by the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contraryCompany a certificate of destruction) all copies in the Buyer’s possession, of the Company shall cause its Transfer Agent prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Buyer may participate in any underwritten registration hereunder unless the Buyer (i) agrees to deliver as promptly as practicable shares sell the Buyer’s Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of Common Stock without any restrictive legend in accordance with attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of the Purchase Agreement such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in connection with any sale excess of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from those payable by the Company of the happening of any event of the kind described in pursuant to Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled5 below.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, the Buyer shall have the following obligations: a. The Buyer has furnished It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyer that the Buyer shall furnish to the Company, in Exhibit B hereto writing, such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least seven (7) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Buyer in writing of any other the information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common StockBuyer. b. The Buyer Buyer, by his acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any a Registration Statement hereunder, unless the Buyer has notified the Company in writing of his election to exclude all of such his Registrable Securities from the Registration Statements. c. In the event the Buyer determines to engage the services of an underwriter, the Buyer agrees to enter into and perform such Buyer's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Buyer has notified the Company in writing of such Buyer's election to exclude all of such Buyer's Registrable Securities from such Registration Statement. d. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(e) or any notice of the kind described in the first sentence of Section 3(e3(f), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s 's receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) or and, if so directed by the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contraryCompany a certificate of destruction) all copies in the Buyer's possession, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of prospectus covering such Registrable Securities with respect to which current at the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s time of receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settledsuch notice.

OBLIGATIONS OF THE BUYER. a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock. b. The Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder. c. The Buyer Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are other than in compliance with applicable U.S. securities laws. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent transfer agent to promptly deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received entered into a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) contract for sale prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, each Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a Buyer has furnished that such Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least four (4) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Buyer of the Buyer in writing of any other information the Company reasonably requires from such Buyer. Any such information 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 Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stockstatements therein not misleading. b. The Buyer Each Buyer, by such Buyer’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any a Registration Statement hereunder, unless such Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. c. The In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. d. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(e) or any notice of the kind described in the first sentence of Section 3(e3(f), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) or and, if so directed by the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares a certificate of Common Stock without any restrictive legend destruction) all copies in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settledsuch notice.

OBLIGATIONS OF THE BUYER. a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock. b. The Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder. c. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws. .. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, the Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyer has furnished that the Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Buyer in writing of any other the information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stockeach Buyer. b. The Buyer Buyer, by the Buyer's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements the Registration Statements hereunder, unless the Buyer has notified the Company in writing of the Buyer's election to any exclude all of the Buyer's Registrable Securities from the Registration Statement hereunderStatements. c. In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer's election to exclude all of the Buyer's Registrable Securities from such Registration Statement. d. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(e) or any notice of the kind described in the first sentence of Section 3(e3(f), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s 's receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) or and, if so directed by the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contraryCompany a certificate of destruction) all copies in the Buyer's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Buyer may participate in any underwritten registration hereunder unless the Buyer (i) agrees to sell the Buyer's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company shall cause its Transfer Agent pursuant to deliver Section 5 below. f. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as promptly as practicable shares Annex A (a "Selling Shareholder Questionnaire") not less than two Trading Days prior to the Filing Date or by the end of Common Stock without any restrictive legend the fourth Trading Day following the date on which such Holder receives draft materials in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settledthis Section.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, the Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyer has furnished that the Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock. b. The Buyer Buyer, by the Buyer’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements the Registration Statements hereunder, unless the Buyer has notified the Company in writing of the Buyer’s election to any exclude all of the Buyer’s Registrable Securities from the Registration Statement hereunderStatements. c. In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. d. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(e) or any notice of the kind described in the first sentence of Section 3(e3(f), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus Prospectus contemplated by Section 3(e) or 3(f) or and, if so directed by the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contraryCompany a certificate of destruction) all copies in the Buyer’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Buyer may participate in any underwritten registration hereunder unless the Buyer (i) agrees to sell the Buyer’s Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. Each Buyer agrees to furnish to the Company shall cause its Transfer Agent a completed questionnaire in the form attached to deliver this Agreement as promptly as practicable shares Annex B (a “Selling Shareholder Questionnaire”) by the end of Common Stock without any restrictive legend the fifth (5th) Business Day following the date on which such Buyer receives draft materials in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settledthis Section.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, each Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a Buyer has furnished that such Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least five (5) business days prior to the first anticipated filing date of a Registration Statement under which Registrable Securities will be registered, the Company shall notify each Buyer of the Buyer in writing of any other information the Company reasonably requires from such Buyer. Any such information 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 not misleading. A Buyer in connection with any must provide such information to the Company at least two (2) business days prior to the first anticipated filing date of such Registration Statement hereunder. The if such Buyer will as promptly as practicable notify the Company of elects to have any material change Registrable Securities included in the information set forth in Exhibit B, other than changes in its ownership of the Common StockRegistration Statement. b. The Buyer Each Buyer, by such Buyer’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any a Registration Statement hereunder, unless such Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. c. The In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. d. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(e), 3(f) or any notice of the kind described in the first sentence of Section 3(e3(q), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in termination of a Grace Period and, if so directed by the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares a certificate of Common Stock without any restrictive legend destruction) all copies in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of a notice from such notice. e. Each Buyer agrees that it will promptly notify the Company of any material changes in the happening information set forth in a Registration Statement furnished by or regarding such Buyer or its plan of any event distribution other than changes in the number of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settledshares beneficially owned.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, each Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a Buyer has furnished that such Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Buyer of the Buyer in writing of any other information the Company reasonably requires from such Buyer. Any such information 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 not misleading. A Buyer in connection with any must provide such information to the Company at least three (3) business days prior to the first anticipated filing date of such Registration Statement hereunder. The if such Buyer will as promptly as practicable notify the Company of elects to have any material change Registrable Securities included in the information set forth in Exhibit B, other than changes in its ownership of the Common StockRegistration Statement. b. The Buyer Each Buyer, by such Buyer’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any a Registration Statement hereunder, unless such Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. c. The In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, each Buyer agrees to enter into and perform the Buyer’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. d. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(e), 3(f) or any notice of the kind described in the first sentence of Section 3(e3(q), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in termination of the first sentence of Section 3(e)Grace Period, and, if so directed by the Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares a certificate of Common Stock without any restrictive legend destruction) all copies in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settledsuch notice.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, the Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyer has furnished that the Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Buyer in writing of any other the information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stockeach Buyer. b. The Buyer Buyer, by the Buyer's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements the Registration Statements hereunder, unless the Buyer has notified the Company in writing of the Buyer's election to any exclude all of the Buyer's Registrable Securities from the Registration Statement hereunderStatements. c. In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer's election to exclude all of the Buyer's Registrable Securities from such Registration Statement. d. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(e) or any notice of the kind described in the first sentence of Section 3(e3(f), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s 's receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) or and, if so directed by the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contraryCompany a certificate of destruction) all copies in the Buyer's possession, of the Company shall cause its Transfer Agent prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Buyer may participate in any underwritten registration hereunder unless the Buyer (i) agrees to deliver as promptly as practicable shares sell the Buyer's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of Common Stock without any restrictive legend in accordance with attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Purchase Agreement in connection with any sale of Registrable Securities with respect Company pursuant to which Section 5 below. f. Each Holder agrees to furnish to the Buyer has received Company a Purchase Notice or VWAP Purchase Notice (both as defined completed questionnaire in the Purchase Agreementform attached to this Agreement as Annex B (a “Selling Shareholder Questionnaire”) prior to not less than ten (10) days following the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settleddate hereof.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, the Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyer has furnished that the Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Buyer in writing of any other the information the Company reasonably requires from the Buyer in connection with Buyer. Any such information shall not contain any Registration Statement hereunder. The Buyer will as promptly as practicable notify untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stockstatements therein not misleading. b. The Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any a Registration Statement hereunder, unless the Buyer has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. c. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(e) or any notice of the kind described in the first sentence of Section 3(e3(f), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) or and, if so directed by the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares a certificate of Common Stock without any restrictive legend destruction) all copies in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settledsuch notice.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, the Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyer has furnished that the Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least five (5) Trading Days days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Buyer in writing of any other the information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stockeach Buyer. b. The Buyer Buyer, by the Buyer’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any the Registration Statement hereunder, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from the Registration Statement. c. In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. d. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(e) or any notice of the kind described in the first sentence of Section 3(e3(f), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) or and, if so directed by the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contraryCompany a certificate of destruction) all copies in the Buyer’s possession, of the Company shall cause its Transfer Agent prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Buyer may participate in any underwritten registration hereunder unless the Buyer (i) agrees to deliver as promptly as practicable shares sell the Buyer’s Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of Common Stock without any restrictive legend in accordance with attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Purchase Agreement Company pursuant to Section 5 below. f. Buyers hereby agree and represent that any subsequent issuance of Preferred Stock and/or Common Stock, as contemplated by the Approved Major Transactions and Permitted Indebtedness (as those terms are defined in connection the Certificate of Designation by and between the parties) may also be subject to the rights and restrictions of this Agreement, provided that in no event shall the number of such shares registered on a Registration Statement with any sale the Registrable Securities exceed fifty percent (50%) of the number of Registrable Securities with respect to which included in such Registration Statement. Upon the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company request of the happening Company, Buyers shall timely execute any reasonable form of any event of the kind described consent or approval necessary in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settledconnection therewith.

OBLIGATIONS OF THE BUYER. a. The In the case of the registration, qualification, exemption or compliance effected by the Buyer has furnished pursuant to this Agreement, the Buyer shall, upon reasonable request, inform each Holder as to the Company status of such registration, qualification, exemption and compliance. At its expense the Buyer shall: (a) use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws that the Buyer determines to obtain, continuously effective until the Holders have completed the distribution described in Exhibit B hereto such information regarding itselfthe registration statement relating thereto. The period of time during which the Buyer is required hereunder to keep the Registration Statement effective is referred to herein as the "REGISTRATION PERIOD." Notwithstanding the foregoing, at the Buyer's election, the Buyer may cease to keep such registration, qualification, exemption or compliance effective with respect to any Registrable Securities held by it Securities, and the intended method registration rights of disposition a Holder will expire, at such time as they are no longer, by reason of Rule 144 promulgated under the Securities Act (or other exemption from registration acceptable to the Buyer) required to register for the sale thereof; (b) promptly as reasonably practicable advise the Holders: (i) when the Registration Statement or any amendment thereto has been filed with the SEC and when the Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the SEC for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose; (iv) of the receipt by the Buyer of any notification with respect to the suspension of the qualification of the Registrable Securities held by it as required to effect included therein for sale in any jurisdiction or the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing initiation or threatening of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock.proceeding for such purpose; and b. The Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder. c. The Buyer agrees that, upon receipt of any notice from the Company (v) of the happening of any event that requires the making of any changes in the Registration Statement or existence the prospectus so that, as of facts such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the kind described prospectus, in Section 3(fthe light of the circumstances under which they were made) not misleading; (c) every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement at the earliest possible time; (d) furnish to each Holder upon request, without charge, at least one copy of such Registration Statement in the form it becomes effective and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those incorporated by reference) in the form filed with the SEC; (e) during the Registration Period, deliver to each Holder, without charge, as many copies of the prospectus included in such Registration Statement and any amendment or supplement thereto as such Holder may reasonably request; and the Buyer consents to the use, consistent with the provisions hereof, of the prospectus or any notice amendment or supplement thereto by each of the kind described selling Holders of Registrable Securities in connection with the first sentence offering and sale of Section 3(e), the Buyer will immediately discontinue disposition Registrable Securities covered by the prospectus or any amendment or supplement thereto; (f) prior to any public offering of Registrable Securities pursuant to any registration statement(s) covering Registration Statement, register or qualify or obtain an exemption for offer and sale under the securities or blue sky laws of such jurisdictions as any such Holders reasonably request in writing, provided, however, that the Buyer shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general services of process in any such jurisdiction, and do any and all other acts or things reasonably necessary or advisable to enable the offer and sale in such jurisdictions of the Registrable Securities until covered by such Registration Statement; (g) cooperate with the Buyer’s receipt Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to any Registration Statement free of any restrictive legends in such denominations and registered in such names as Holders may request at least three (3) business days prior to sales of Registrable Securities pursuant to such Registration Statement; (h) upon the occurrence of any event contemplated by Section 1.4(b)(v) above, the Buyer shall promptly prepare a post-effective amendment to the Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which may be accomplished through electronic deliverythey were made, not misleading. (i) use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its security holders, as soon as reasonably practicable (but not more than fifteen months) after the effective date of any Registration Statement, an earnings statement satisfying the provisions of Section 11(a) of the copies Securities Act and the rules and regulations thereunder; (j) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by a Registration Statement from and after a date not later than the effective date of such Registration Statement; and (k) cause all Registrable Securities covered by a Registration Statement to be listed on the filed supplemented primary securities exchange or amended registration statement and/or prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any inter-dealer quotation system on which such securities of the Company unless such purchases that type are then listed or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settledquoted.

OBLIGATIONS OF THE BUYER. a. The In connection with the registration of the Registrable Securities, the Buyer has furnished shall have the following obligations: (1) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyer that the Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities Required Information and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. ; (2) The Buyer will as promptly as practicable notify by the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership Buyer’s acceptance of the Common Stock. b. The Buyer Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any the Registration Statement hereunder. c. The , unless such Buyer agrees that, upon receipt of any notice from has notified the Company of the happening Buyer’s election to exclude all of such Buyer’s Registrable Securities from the Registration Statement; (3) Each Buyer agrees that it will not effect any disposition of the Registrable Securities except as contemplated in the Registration Statement or as otherwise is in compliance with applicable securities laws and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding such Buyer or its plan of distribution; each Buyer agrees (a) to notify the Company in writing in the event that such Buyer enters into any material agreement with a broker or existence of facts a dealer for the sale of the kind described Registrable Securities through a block trade, special offering, exchange distribution or a purchase by a broker or dealer(b) in connection with such agreement, to provide to the Company in writing the information necessary to prepare any supplemental prospectus pursuant to Rule 424(c) under the 1933 Act which is required with respect to such transaction; and (c) to promptly notify the Company when it has sold all of its Registrable Securities; (4) Each Buyer acknowledges that there may occasionally be times as specified in Section 3(f8(b)(5) or any notice 8(b)(6) when the Company must suspend the use of the kind described in Prospectus until such time as an amendment to the first sentence of Section 3(e)Registration Statement has been filed by the Company and declared effective by the SEC, the Company has prepared a supplement to the Prospectus or the Company has filed an appropriate report with the SEC. Each Buyer hereby covenants that it will immediately discontinue disposition of not sell any Registrable Securities pursuant to any registration statement(s) covering the Prospectus during the period commencing at the time at which the Company gives such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) Buyer notice of the copies suspension of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company use of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend Prospectus in accordance with Section 8(b)(5) or 8(b)(6) and ending at the terms of time the Purchase Agreement in Company gives such Buyer notice that such Buyer may thereafter effect sales pursuant to the Prospectus, or until the Company delivers to such Buyer or files with the SEC an amended or supplemented Prospectus; and (5) In connection with any sale of Registrable Securities which is made by an Buyer pursuant to the Registration Statement (A) if such sale is made through a broker, such Buyer shall instruct such broker to deliver the Prospectus to the purchaser or purchasers (or the broker or brokers therefore) in connection with respect such sale, shall supply copies of the Prospectus to which such broker or brokers and shall instruct such broker or brokers to deliver such Prospectus to the purchaser in such sale or such purchaser’s broker; (B) if such sale is made in a transaction directly with a purchaser and not through the facilities of any securities exchange or market, such Buyer has received a Purchase Notice shall deliver, or VWAP Purchase Notice cause to be delivered, the Prospectus to such purchaser; and (both as defined C) if such sale is made by any means other than those described in the Purchase Agreementimmediately preceding clauses (A) prior and (B), such Buyer shall otherwise use its reasonable best efforts to comply with the Buyer’s receipt of a notice from the Company prospectus delivery requirements of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled1933 Act applicable to such sale.

OBLIGATIONS OF THE BUYER. a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder, and the Buyer shall promptly furnish such information to the Company. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock. b. The Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder. c. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, the Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyer has furnished that the Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Buyer in writing of any other the information the Company reasonably requires from each the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common StockBuyer. b. The Buyer Buyer, by the Buyer’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements the Registration Statements hereunder, unless the Buyer has notified the Company in writing of the Buyer’s election to any exclude all of the Buyer’s Registrable Securities from the Registration Statement hereunderStatements. c. In the event of an underwritten offering pursuant to Section 2 in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. d. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e3(g), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or 3(g) and, if so directed by the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contraryCompany a certificate of destruction) all copies in the Buyer’s possession, of the Company shall cause its Transfer Agent prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Buyer may participate in any underwritten registration hereunder unless the Buyer (i) agrees to deliver as promptly as practicable shares sell the Buyer’s Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of Common Stock without any restrictive legend in accordance with attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of the Purchase Agreement such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in connection with any sale excess of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from those payable by the Company of the happening of any event of the kind described in pursuant to Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled5 below.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, each Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a Buyer has furnished that such Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least five (5) business days prior to the first anticipated filing date of a Registration Statement under which Registrable Securities will be registered, the Company shall notify each Buyer of the Buyer in writing of any other information the Company reasonably requires from such Buyer. Any such information 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 not misleading. A Buyer in connection with any must provide such information to the Company at least two (2) business days prior to the first anticipated filing date of such Registration Statement hereunder. The if such Buyer will as promptly as practicable notify the Company of elects to have any material change Registrable Securities included in the information set forth in Exhibit B, other than changes in its ownership of the Common StockRegistration Statement. b. The Buyer Each Buyer, by such Buyer’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any a Registration Statement hereunder, unless such Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. c. The In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. d. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section Sections 3(e), 3(f) or any notice of the kind described in the first sentence of Section 3(e3(q), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in termination of a Grace Period and, if so directed by the first sentence of Section 3(e)Company, the Buyer will immediately discontinue purchases or sales of any securities shall deliver to the Company (at the expense of the Company unless such purchases Company) or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything destroy (and deliver to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares a certificate of Common Stock without any restrictive legend destruction) all copies in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. Each Buyer agrees that it will not effect any disposition or other transfer of the Registrable Securities that would constitute a notice sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act or pursuant to, and as contemplated in, a Registration Statement, and that it will promptly notify the Company of any material changes in the happening information set forth in a Registration Statement furnished by or regarding such Buyer or its plan of any event distribution other than changes in the number of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settledshares beneficially owned.

OBLIGATIONS OF THE BUYER. a. The (a) At least three (3) Business Days prior to the first anticipated Filing Date of a Registration Statement, the Company shall notify each Buyer has furnished in writing of the information the Company requires from each such Buyer if such Buyer elects to have any of such Buyer's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete any registration pursuant to this Agreement with respect to the Registrable Securities of a particular Buyer that such Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it and any relationship between such Buyer and the Company as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B. (b) Each Buyer, other than changes in its ownership by such Buyer's acceptance of the Common Stock. b. The Buyer Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder, unless such Buyer has notified the Company in writing of such Buyer's election to exclude all of such Buyer's Registrable Securities from such Registration Statement. c. The (c) Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(g) or any notice of the kind described in the first sentence of Section 3(e3(f), the such Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(sRegistration Statement(s) covering such Registrable Securities until the such Buyer’s 's receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus as contemplated by Section 3(f3(g) or the first sentence of Section 3(e). In addition, upon 3(f) or receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases that no supplement or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities lawsamendment is required. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent transfer agent to deliver as promptly as practicable unlegended shares of Common Stock without any restrictive legend to a transferee of a Buyer in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which the a Buyer has received entered into a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) contract for sale prior to the Buyer’s 's receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f3(g) or the first sentence of Section 3(e3(f) and for which the Buyer has not yet settled. Each Buyer shall also comply with all lock-up restrictions to which any Registrable Securities are subject. (d) Each Buyer covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.

OBLIGATIONS OF THE BUYER. a. The Buyer has furnished BUYER agrees to the Company in Exhibit B hereto such information regarding itself, following: The BUYER shall strictly comply with the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information user instructions set forth in Exhibit Bthe Documentation; The BUYER shall not take any action to impair the reputation of the Product, the trademarks of SBRE or its licensors and any other product of SBRE; The BUYER shall not make any use of the Product under any trademark and/or trade name other than changes in its ownership the one(s) prescribed by SBRE nor rename or adapt the name of the Common Stock.Product without the prior written approval of SBRE. This provision applies to all the Products acquired by the BUYER from SBRE, notwithstanding their date of acquisition. The BUYER shall use the SBRE name and trademarks only in the manner prescribed by SBRE in writing; The BUYER shall inform SBRE of any potential defects discovered when using the Product; The BUYER shall notify SBRE promptly of any legal notices, claims or actions directly or indirectly relating to the Product and not enter into or compromise any legal action or other proceeding relating to the Product without the prior written consent of SBRE; The BUYER shall not show the Product in a manner contrary to the provisions of the Product technical documentation, including but not limited to the Pocket Guide (i.e: show the Product dressed, decorated with paint or stickers); The BUYER shall not use in any manner the Product for any other commercial reason than the one(s) which could have been specifically agreed by the Agreement or the applicable law and in particular: b. (a) not sell, resell, lease, rent, transfer, license or sublicense the Product and; (b) not create, sell any show or events using the Product. The Buyer BUYER is however authorized to organize events using the Product with the sole intention of promoting its own services; (c) not communicate Confidential Information to any third party; (d) not associate the Product to any action pertaining to the promotion of its own products and services or others products and services; (e) not charge or otherwise deal in or encumber the Product; The sale, resale and the Product including any associated technology or documentation may be governed by French and European Union export control lations as well as by the export control regulations of other countries. Any resale of goods to embargoed countries or to denied persons or persons that or may use the goods for military purposes, dual uses, ABC weapons or nuclear technology is subject to an official license. BUYER declares with its hase order the conformity with such statutes and regulations and that the Product will not directly or indirectly be delivered into countries that ibit or restrict the import of such Product. BUYER declares to have obtained all licenses required for export and import. The BUYER shall not delete, remove or in any way obscure the proprietary notices, labels or marks of SBRE or its licensors on the Product and conspicuously display the proprietary notices, labels or marks on any copy of the Product; The BUYER shall not alter, modify, decompile, disassemble, or reverse engineer the code of any software, in whole or in part, except in the events and only to the extent expressly provided by law or the applicable license agreement. The BUYER shall not develop any derivative works of the Product and its hardware or software contents. This foregoing does not apply to software whose applicable license agreement allows development of derivative works. Expect otherwise mentioned any derivative works made from SBRE or its licensor property shall be owned by SBRE or its licensor. BUYER hereby transfers to SBRE all its intellectual and industrial property on the said derivative work on all media, language, platform and territories for all use and for the terms indicated in the French Intellectual property code. Any such derivative work shall in no case be sold, assigned or licensed by the BUYER to any third party. The BUYER shall not use the Product for illegal purposes or in illegal manner, including in violation of the intellectual property rights of SBRE or any third party; The BUYER shall provide SBRE promptly with any information, material, software or specification as may reasonably be required for the proper performance of this Agreement including access to appropriate members of the BUYER’s staff. The BUYER is responsible for the completeness and accuracy of such information, material, software or specification; BUYER understands that the Product is a high technological product which shall be used with due care; BUYER understands and agrees to cooperate with use the Company as reasonably requested Product in safe environment and only by people who has the Company in connection with necessary skill to understand the preparation product and filing of any amendments and supplements to any Registration Statement hereunderthe associate risk. c. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled.

OBLIGATIONS OF THE BUYER. a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common StockRegistrable Securities. b. The Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder. c. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled.

OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, the Buyer shall have the following obligations: a. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyer has furnished that the Buyer shall furnish to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The At least five (5) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Buyer in writing of any other the information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stockeach Buyer. b. The Buyer Buyer, by the Buyer’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any a Registration Statement hereunder, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. c. In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement. d. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(e) or any notice of the kind described in the first sentence of Section 3(e3(f), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) the Registration Statement covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(e) or 3(f) and, if so directed by the Company, the Buyer shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the first sentence Company a certificate of Section 3(e). In additiondestruction) all copies in the Buyer’s possession, upon of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. The Buyer agrees that it will not effect any notice disposition or other transfer of the Registrable Securities that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act or pursuant to, and as contemplated in, the Registration Statement, and that it will promptly notify the Company of the kind described any material changes in the first sentence of Section 3(e), information set forth in the Registration Statement regarding the Buyer will immediately discontinue purchases or sales its plan of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settleddistribution.