Common use of OBLIGATIONS OF THE BUYERS Clause in Contracts

OBLIGATIONS OF THE BUYERS. (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Parties agree), the Company shall notify the Buyers in writing of the information the Company requires from the Buyers with respect to 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 Buyers that each Buyer shall furnish to the Company 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 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. (b) Each Buyer, by 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 each Registration Statement hereunder, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Registrable Securities from such Registration Statement. (c) Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(i), the Buyer shall immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Buyer’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of such Buyer in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has entered into a 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(i) and for which the Buyer has not yet settled. (d) Each Buyer covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE BUYERS. (a) At least five (5) Business Days prior to In connection with the first anticipated filing date registration of each Registration Statement (or such shorter period to which the Parties agree)Registrable Securities, the Company Buyers shall notify have the Buyers in writing of the information the Company requires from the Buyers with respect to such Registration Statement. following obligations: a. 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 Buyers a particular Buyer that each such Buyer shall furnish to the Company such information regarding itself, the Registrable Securities held by it it, and the intended method of disposition of the Registrable Securities held by it, 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. At least five (5) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Buyer of the information the Company requires from each such Buyer (the "Requested Information") if such Buyer elects to have any of such Buyer's Registrable Securities included in the Registration Statement. (b) b. Each Buyer by such Buyer, by 's acceptance of the Registrable Securities, Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of each the Registration Statement hereunder, unless the such Buyer has notified the Company in writing of the such Buyer’s 's election to exclude all of the such Buyer's Registrable Securities from such the Registration Statement.; and (c) c. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(i3(d) or 3(e), the above, such Buyer shall will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Buyer’s 's receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(i3(d) or 3(e) and, if so directed by the Company, such Buyer shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Buyer's possession, of the prospectus covering such Registrable Securities current at the time of receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of such Buyer in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has entered into a 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(i) and for which the Buyer has not yet settlednotice. (d) Each Buyer covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE BUYERS. (a) a. At least five (5) Business Days prior to the first anticipated filing date of each a Registration Statement (or such shorter period to which the Parties agree)Statement, the Company shall notify the Buyers each Buyer in writing of the information the Company requires from the Buyers with respect 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 the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyers a particular Buyer that each such Buyer shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it 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. (b) b. 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 each any Registration Statement hereunder, unless the such Buyer has notified the Company in writing of the such Buyer’s 's election to exclude all of the such Buyer's Registrable Securities from such Registration Statement. (c) c. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(i3(g) or the first sentence of 3(f), the such Buyer shall will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the such Buyer’s 's receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(i3(g) or the first sentence of 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c)contrary, the Company shall cause its transfer agent to deliver DWAC unlegended Shares to a transferee of such 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 entered into a 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(i3(g) or the first sentence of 3(f) and for which the Buyer has not yet settled. (d) d. Each Buyer covenants and agrees that it shall will comply with the prospectus delivery and other requirements of the Securities 1933 Act as applicable to it in connection with sales of Registrable Securities pursuant to a the Registration Statement.

OBLIGATIONS OF THE BUYERS. (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Parties agree), the Company shall notify the Buyers in writing of the information the Company requires from the Buyers with respect to 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 Buyers that each Each Buyer shall furnish in writing to the Company 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 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. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Buyer of the information the Company requires from them if they elect to have any of the Registrable Securities included in the Registration Statement. Each Buyer shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if they elect to have any of the Registrable Securities included in the Registration Statement. (b) Each Buyer, by their acceptance of the Registrable Securities, Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of each a Registration Statement hereunder, unless the Buyer has they have notified the Company in writing of the Buyer’s their election to exclude all of the their Registrable Securities from such Registration Statement. (c) Each Buyer agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of any an event of the kind described in pursuant to Section 3(i)3(h) hereof, the Buyer shall they will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until the Buyer’s receipt of the copies of the supplemented or amended Prospectus contemplated they are advised by Section 3(i) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of that such Buyer in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has entered into a 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(i) and for which the Buyer has not yet settleddispositions may again be made. (d) Each Buyer covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE BUYERS. (a) a. At least five seven (57) Business Days business days prior to the first anticipated filing date of each a Registration Statement (or such shorter period to which the Parties agree)Statement, the Company shall notify the Buyers each Buyer in writing of the information the Company reasonably requires from the Buyers with respect 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 the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyers a particular Buyer that each such Buyer shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it 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. (b) b. Each Buyer by such Buyer, by 's acceptance of the Registrable Securities, Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of each any Registration Statement hereunder, unless the such Buyer has notified the Company in writing of the such Buyer’s 's election to exclude all of the such Buyer's Registrable Securities from such Registration Statement. (c) c. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(i3(g), Section 3(t) or the first sentence of Section 3(f), such Buyer shall will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the such Buyer’s 's receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(i3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment is requiredrequired or that a Grace Period has ended. Notwithstanding anything to the contrary in this Section 4(c)contrary, the Company shall shall, upon Conversion of the Preferred Shares, or receipt from an Buyer of relevant stock certificates for cancellation, cause its transfer agent to deliver DWAC Shares unlegended shares of Common Stock to a transferee of such an Buyer in accordance with the terms of the Securities Stock Purchase Agreement in connection with any sale of Registrable Securities pursuant to the Registration Statement or Rule 144 with respect to which the an Buyer has entered into a 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(i3(g), Section 3(t) or the first sentence of Section 3(f) and for which the Buyer has not yet settled. (d) d. Each Buyer covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it agrees, in connection with sales any sale or other disposition by such Buyer of any Registrable Securities pursuant to a the Registration Statement, that such Buyer will deliver the most recent version of the prospectus received by such Buyer from the Company prior to such sale or disposition in accordance with and in the manner required by the 1933 Act and all applicable regulations of the Securities and Exchange Commission.

OBLIGATIONS OF THE BUYERS. (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Parties agree), the Company shall notify the Buyers in writing of the information the Company requires from the Buyers with respect to 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 Buyers that each Each Buyer shall furnish in writing to the Company 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 and maintain the effectiveness of the registration of such Registrable Securities and as shall be necessary so that the Registration Statement, the Prospectus or any preliminary prospectus or similar offering document shall not include any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall promptly notify the Company if any such previously provided information shall contain or omit any such information. Each Buyer shall also execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Buyer of the information the Company requires from such Buyer if such Buyer elects to have any of the Registrable Securities included in the Registration Statement. A Buyer shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Buyer elects to have any of the Registrable Securities included in the Registration Statement. (b) Each Buyer, by its 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 each a Registration Statement hereunder, unless the such Buyer has notified the Company in writing of the Buyer’s its election to exclude all of the its Registrable Securities from such Registration Statement. (c) Each Buyer agrees that, upon receipt of any notice from the Company of the happening commencement of any event of the kind described in a Suspension pursuant to Section 3(i)3, the such Buyer shall will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until the Buyer’s receipt of the copies of the supplemented or amended Prospectus contemplated prospectus filed with the SEC and until any related post-effective amendment is declared effective and, if so directed by Section 3(ithe Company, the Buyer shall deliver to the Company (at the expense of the Company) or receipt of notice that no supplement or amendment is required. Notwithstanding anything destroy (and deliver to the contrary Company a certificate of destruction) all copies in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of such Buyer in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has entered into a contract for sale prior to the Buyer’s possession of the Prospectus covering the 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(i) and for which the Buyer has not yet settledsuch notice. (d) Each Buyer covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE BUYERS. (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Parties agree), the Company shall notify the Buyers in writing of the information the Company requires from the Buyers with respect to 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 Buyers that each Buyer shall furnish to the Company 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 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. (b) Each Buyer, by 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 each Registration Statement hereunder, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Registrable Securities from such Registration Statement. (c) Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(i), the 3(f) such Buyer shall will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) Statement covering such Registrable Securities until the such Buyer’s receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(i3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c)contrary, the Company shall cause its transfer agent to deliver DWAC Shares unlegended certificates for shares of Common Stock to a transferee of such 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 entered into a 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(i3(f) or the first sentence of 3(g) and for which the Buyer has not yet settled. (db) Each Buyer covenants and agrees that it shall will comply with the prospectus delivery and other requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement. (c) At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Buyer in writing of the information the Company requires from each such Buyer (to the extent such information has not already been provided) 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 a particular Buyer that such Buyer shall furnish to the Company 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. (d) 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 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.

OBLIGATIONS OF THE BUYERS. (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Parties agree), the Company shall notify the Buyers in writing of the information the Company requires from the Buyers with respect to 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 Buyers that each Each Buyer shall furnish in writing to the Company 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 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. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Buyer of the information the Company requires from such Buyer if such Buyer elects to have any of the Registrable Securities included in the Registration Statement. Each Buyer shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Buyer elects to have any of the Registrable Securities included in the Registration Statement. (b) Each Buyer, by its acceptance of the Registrable Securities, Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of each a Registration Statement hereunder, unless the such Buyer has notified the Company in writing of the Buyer’s its election to exclude all of the its Registrable Securities from such Registration Statement. (c) Each Buyer agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of any an event of the kind described in pursuant to Section 3(i)3(h) hereof, the such Buyer shall will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until the Buyer’s receipt of the copies of the supplemented or amended Prospectus contemplated Buyer is advised by Section 3(i) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of that such Buyer in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has entered into a 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(i) and for which the Buyer has not yet settleddispositions may again be made. (d) Each Buyer covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE BUYERS. (a) a. At least five ten (510) Business Days business days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Parties agree)a registration statement, the Company shall notify the Buyers each Buyer in writing of the information the Company requires from the Buyers with respect each such Buyer if such Buyer elects to have any of such Registration StatementBuyer’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 Buyers a particular Buyer that each such Buyer shall furnish to the Company 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 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. (b) b. 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 each Registration Statement any registration statement hereunder, unless the such Buyer has notified the Company in writing of the such Buyer’s election to exclude all of the such Buyer’s Registrable Securities from such Registration Statementregistration statement. (c) c. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(i4(g) or the first sentence of 4(f), the such Buyer shall will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(sregistration statement(s) covering such Registrable Securities until the such Buyer’s receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(i4(g) or the first sentence of 4(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of such Buyer in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has entered into a 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(i) and for which the Buyer has not yet settled. (d) d. Each Buyer covenants and agrees that it shall will comply with the prospectus delivery and other requirements of the Securities 1933 Act as applicable to or an exemption therefrom it in connection with sales of Registrable Securities pursuant to a Registration Statementthe registration statement.

OBLIGATIONS OF THE BUYERS. (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Parties agree), the Company shall notify the Buyers in writing of the information the Company requires from the Buyers with respect to 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 Buyers that each Each Buyer shall furnish in writing to the Company 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 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. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Buyer of the information the Company requires from such Buyer if such Buyer elects to have any of the Registrable Securities included in the Registration Statement. An Buyer shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Buyer elects to have any of the Registrable Securities included in the Registration Statement. (b) Each Buyer, by its 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 each a Registration Statement hereunder, unless the such Buyer has notified the Company in writing of the Buyer’s its election to exclude all of the its Registrable Securities from such Registration Statement. (c) Each Buyer agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of any an event of the kind described in pursuant to Section 3(i)3(h) hereof, the such Buyer shall will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until the Buyer’s receipt of the copies of the supplemented or amended Prospectus contemplated Buyer is advised by Section 3(i) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of that such Buyer in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has entered into a 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(i) and for which the Buyer has not yet settleddispositions may again be made. (d) Each Buyer covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE BUYERS. (a) a. At least five (5) Business Days prior to the first anticipated filing date of each a Registration Statement (or such shorter period to which the Parties agree)Statement, the Company shall notify the Buyers each Buyer in writing of the information the Company requires from the Buyers with respect 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 the registration pursuant to this Agreement with respect to the Registrable Securities of the Buyers a particular Buyer that each such Buyer shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it 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. (b) b. 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 each any Registration Statement hereunder, unless the such Buyer has notified the Company in writing of the such Buyer’s 's election to exclude all of the such Buyer's Registrable Securities from such Registration Statement. (c) c. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(i3(g) or the first sentence of 3(f), the such Buyer shall will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the such Buyer’s 's receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(i3(g) or the first sentence of 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c)contrary, the Company shall cause its transfer agent to deliver DWAC unlegended Shares to a transferee of such an Buyer in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which the an Buyer has entered into a 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(i3(g) or the first sentence of 3(f) and for which the Buyer has not yet settled. (d) d. Each Buyer covenants and agrees that it shall will comply with the prospectus delivery and other requirements of the Securities 1933 Act as applicable to it in connection with sales of Registrable Securities pursuant to a the Registration Statement.

OBLIGATIONS OF THE BUYERS. (a) Each Buyer shall furnish in writing to the Company 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. At least five (5) Business Days prior to the first anticipated filing date of each any Registration Statement (or such shorter period to which the Parties agree)Statement, the Company shall notify the Buyers in writing each Buyer of the information the Company requires from such Buyer if such Buyer elects to have any of the Buyers with respect to such Registrable Securities included in the 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 Buyers a particular Buyer that each such Buyer shall furnish to the Company 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 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. (b) Each Buyer, by its acceptance of the Registrable Securities, Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of each a Registration Statement hereunder, unless the Buyer such Xxxxx has notified the Company in writing of the Buyer’s its election to exclude all of the its Registrable Securities from such Registration Statement. (c) Each Buyer agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of any an event of the kind described in pursuant to Section 3(i)3(m) hereof, the such Buyer shall will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until the Buyer’s receipt of Buyer is advised by the copies of the supplemented or amended Prospectus contemplated by Section 3(i) or receipt of notice Company that no supplement or amendment is requiredsuch dispositions may again be made. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares unlegended shares to a transferee of such 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 such Buyer has entered into a 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(i2(c)(ii) or Section 3(m) and for which the such Buyer has not yet settled. (d) Each Buyer covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE BUYERS. (a) At least five (5) Business Days prior to In connection with the first anticipated filing date registration of each Registration Statement (or such shorter period to which the Parties agree)Registrable Securities, the Company Buyers shall notify have the Buyers in writing of the information the Company requires from the Buyers with respect to such Registration Statement. following obligations: a. 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 Buyers a particular Buyer that each such Buyer shall furnish to the Company Company, in writing,such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it 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. At least seven (7) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Buyer of the information the Company requires from each such Buyer. (b) b. Each Buyer, by such Xxxxx'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 each a Registration Statement hereunder, unless such Xxxxx has notified the Company in writing of such Xxxxx's election to exclude all of such Xxxxx's Registrable Securities from the Registration Statements. c. In the event Buyer holding a majority-in-interest of the Registrable Securities being registered determine to engage the services of an underwriter, 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 such Buyer has notified the Company in writing of the Buyer’s such Xxxxx's election to exclude all of the such Xxxxx's Registrable Securities from such Registration Statement. (c) d. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(i3(e) or 3(f), the Buyer shall such Buyers will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Buyer’s such Xxxxx's receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(i3(e) or 3(f) and, if so directed by the Company, such Buyer shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Buyer's possession, of the prospectus covering such Registrable Securities current at the time of receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of such Buyer in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has entered into a 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(i) and for which the Buyer has not yet settlednotice. (d) Each Buyer covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE BUYERS. In connection with the registration of the Registrable Securities, the Buyers shall have the following obligations: (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Parties agree), the Company shall notify the Buyers in writing of the information the Company requires from the Buyers with respect to 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 Buyers Buyer that each the Buyer shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it 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. At least five days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Buyer of the information the Company requires from the Buyer (the "Requested Information") if any of the Buyer's Registrable Securities are eligible for inclusion in the Registration Statement. If at least two Business Days prior to the filing date the Company has not received the Requested Information from the Buyer, then the Company may file the Registration Statement without including Registrable Securities of the Buyer but shall not be relieved of its obligation to file a Registration Statement with the SEC relating to the Registrable Securities of the Buyer promptly after the Buyer provides the Requested Information; PROVIDED, HOWEVER, that (i) all expenses of the Company relating to the preparation, amendment and filing of the Registration Statement to include the Registrable Securities of the Buyer shall be paid by the Buyer and (ii) the Company shall not be considered in breach of any of its obligations to the Buyer to timely file the Registration Statement under this Agreement or be subject to any liability to the Buyer pursuant to Section 2(c) to the extent a delay in filing or obtaining the effectiveness of the Registration Statement for the Buyer is due to the failure of the Buyer to timely provide the Requested Information. (b) Each Buyer, by acceptance of By accepting the Registrable Securities, the Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of each the Registration Statement hereunder, unless the Buyer has notified the Company in writing of the Buyer’s 's election to exclude all of the Registrable Securities from such the Registration Statement.; (c) Each In the event the Buyer determines to engage the services of an underwriter, 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 and lockups, 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 Registrable Securities from the Registration Statement; (d) The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(i3(f) or 3(g), the Buyer shall will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Buyer’s 's receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(i3(f) or 3(g) 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 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 notice that no supplement or amendment is required. Notwithstanding anything such notice; (e) The Buyer may not participate in any underwritten registration hereunder unless the Buyer (i) agrees to sell the contrary Buyer's Registrable Securities on the basis provided in this Section 4(c)any underwriting arrangements, the Company shall cause its transfer agent to deliver DWAC Shares to a transferee (ii) completes and executes all questionnaires, powers of such Buyer 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 other fees and expenses of investment bankers and any manager or managers of such underwriting and legal expenses of the Securities Purchase Agreement in connection with any sale of Registrable Securities underwriters applicable with respect to which the Buyer has entered into a contract for sale prior its Registrable Securities, in each case to the Buyer’s receipt of a notice from extent not payable by the Company pursuant to the terms of the happening of any event of the kind described in Section 3(i) and for which the Buyer has not yet settled.this Agreement; and (df) Each The Buyer covenants and agrees that it shall to take all reasonable actions necessary to comply with the prospectus delivery and other requirements of the Securities 1933 Act as applicable to it in connection with its sales of Registrable Securities pursuant to a Registration StatementSecurities.

OBLIGATIONS OF THE BUYERS. (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Parties agree), the Company shall notify the Buyers in writing of the information the Company requires from the Buyers with respect to 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 Buyers that each Buyer shall furnish to the Company 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 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. (b) Each Buyer, by 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 each Registration Statement hereunder, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Registrable Securities from such Registration Statement. (c) Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(i3(f) or Section 3(r), the such Buyer shall will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) Statement covering such Registrable Securities until the such Buyer’s receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(i3(f) or Section 3(r) or receipt of notice that no supplement or amendment is requiredrequired or notice from the Company that the Buyer may dispose of its Registrable Securities pursuant to the Registration Statement. Notwithstanding anything to the contrary in this Section 4(c)contrary, the Company shall cause its transfer agent to deliver DWAC Shares unlegended certificates for shares of Common Stock to a transferee of such 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 entered into a 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(i3(f) or Section 3(r) and for which the Buyer has not yet settled. (db) Each Buyer covenants and agrees that it shall will comply with the prospectus delivery and other requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to a the Registration Statement. (c) The Company may require each Buyer to furnish to the Company information regarding such Buyer and the distribution of such Registrable Securities as is required by law to be disclosed in the Registration Statement, prospectus, or any amendment or supplement thereto, and such Buyer agrees to furnish such information to the Company within a reasonable time after receiving such request.

OBLIGATIONS OF THE BUYERS. (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Parties agree), the Company shall notify the Buyers in writing of the information the Company requires from the Buyers with respect to 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 Buyers that each Each Buyer shall furnish in writing to the Company 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 and maintain the effectiveness of affect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Buyer of the information the Company requires from such Buyer if such Buyer elects to have any of the Registrable Securities included in the Registration Statement. Each Buyer shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Buyer elects to have any of the Registrable Securities included in the Registration Statement. (b) Each Buyer, by its acceptance of the Registrable Securities, Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of each a Registration Statement hereunder, unless the such Buyer has notified the Company in writing of the Buyer’s its election to exclude all of the its Registrable Securities from such Registration Statement. (c) Each Buyer agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of any an event of the kind described in pursuant to Section 3(i)3(h) hereof, the such Buyer shall will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until the Buyer’s receipt of the copies of the supplemented or amended Prospectus contemplated Buyer is advised by Section 3(i) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of that such Buyer in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has entered into a 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(i) and for which the Buyer has not yet settleddispositions may again be made. (d) Each Buyer covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE BUYERS. (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Parties agree)Statement, the Company shall notify the Buyers each Buyer in writing of the information the Company requires from the Buyers each such Buyer with respect to 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 Buyers a particular Buyer that each such Buyer shall furnish to the Company 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 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. (b) . 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 each Registration Statement hereunder, unless the such Buyer has notified the Company in writing of the such Buyer’s election to exclude all of the such Buyer’s Registrable Securities from such Registration Statement. (c) . Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(i3(g) or the first sentence of 3(f), the such Buyer shall will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the such Buyer’s receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(i3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares unlegended shares of Common Stock to a transferee of such 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 such Buyer has entered into a 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(i3(g) or the first sentence of Section 3(f) and for which the such Buyer has not yet settled. (d) . Each Buyer covenants and agrees that it shall will comply with the prospectus delivery and other requirements of the Securities 1933 Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE BUYERS. (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Parties agree), the Company shall notify the Buyers in writing of the information the Company requires from the Buyers with respect to 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 Buyers that each Buyer shall furnish to the Company 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 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. (b) Each Buyer, by 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 each Registration Statement hereunder, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Registrable Securities from such Registration Statement. (c) Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(i), the 3(f) such Buyer shall will immediately discontinue disposition of Registrable Securities Shares pursuant to any Registration Statement(s) Statement covering such Registrable Securities Shares until the such Buyer’s receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(i3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c)contrary, the Company shall cause its transfer agent to deliver DWAC Shares unlegended certificates for shares of Common Stock to a transferee of such a Buyer in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities Shares with respect to which the a Buyer has entered into a 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(i3(f) or the first sentence of 3(e) and for which the Buyer has not yet settled. (db) Each Buyer covenants and agrees that it shall will comply with the plan of distribution and prospectus delivery and other requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities Shares pursuant to a the Registration Statement. (c) Each Buyer acknowledges that the Registration Statement relates solely to the registration of the Registrable Shares in connection with their sale by such Buyer pursuant to the Plan of Distribution contained in the Prospectus contained in the Registration Statement, and not to the issuance of the Registrable Shares to the Investor, and that the Company may be required to periodically update the Registration Statement from time to time with respect to the holdings of all selling shareholders. Accordingly, anything herein to the contrary notwithstanding, until such time as all Registrable Shares are sold pursuant to such Plan of Distribution or are otherwise eligible for sale under Rule 144(k), each Buyer (or his, her or its successors to such Shares) shall upon reasonable request of the Company (which request may only be provided in connection with a bona fide obligation to report such information in a registration statements, proxy information, or annual reports or other report), to promptly advise the Company of its current holdings of outstanding Registrable Shares.

OBLIGATIONS OF THE BUYERS. (a) At least five (5) Business Days prior to In connection with the first anticipated filing date registration of each Registration Statement (or such shorter period to which the Parties agree)Registrable Securities, the Company Buyers shall notify have the Buyers in writing of the information the Company requires from the Buyers with respect to such Registration Statement. following obligations: a. 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 Buyers a particular Buyer that each such Buyer shall furnish to the Company Company, in writing,such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it 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. At least seven (7) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Buyer of the information the Company requires from each such Buyer. (b) b. 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 each a Registration Statement hereunder, unless the such Buyer has notified the Company in writing of the such Buyer’s 's election to exclude all of such Buyer's Registrable Securities from the Registration Statements. c. In the event Buyer holding a majority-in-interest of the Registrable Securities being registered determine to engage the services of an underwriter, 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 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) d. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(i3(e) or 3(f), the Buyer shall such Buyers will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Buyer’s 's receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(i3(e) or 3(f) and, if so directed by the Company, such Buyer shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Buyer's possession, of the prospectus covering such Registrable Securities current at the time of receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of such Buyer in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has entered into a 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(i) and for which the Buyer has not yet settlednotice. (d) Each Buyer covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE BUYERS. (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Parties agree), the Company shall notify the Buyers in writing of the information the Company requires from the Buyers with respect to 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 Buyers that each Buyer shall furnish to the Company 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 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. (b) Each Buyer, by 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 each Registration Statement hereunder, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Registrable Securities from such Registration Statement. (c) Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(i), the 3(f) such Buyer shall will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) Statement covering such Registrable Securities until the such Buyer’s receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(i3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c)contrary, the Company shall cause its transfer agent to deliver DWAC Shares unlegended certificates for shares of Common Stock to a transferee of such 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 entered into a 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(i3(f) or the first sentence of 3(e) and for which the Buyer has not yet settled. (db) Each Buyer covenants and agrees that it shall will comply with the prospectus delivery and other requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to a the Registration Statement. (c) Each Buyer shall use its reasonable best efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder, and to cooperate with the Company in connection with the preparation and filing of any Registration Statement or all amendments and supplements thereto, or any prospectus therein, including without limitation, the prompt furnishing of all information reasonably required by the Company as to the identify of such Buyer, the amounts of securities beneficially owned by such Buyer and the Buyer’s proposed plan of distribution.

OBLIGATIONS OF THE BUYERS. (a) a. At least five (5) Business Days prior to the first anticipated filing date of each a Registration Statement (or such shorter period to which the Parties agree)Subsequent Registration Statement, as applicable, the Company shall notify the Buyers each Buyer in writing of the information the Company requires from the Buyers with respect each such Buyer if such Buyer elects to have any of such Buyer's Registrable Securities included in such Registration Statement or Subsequent Registration Statement, as applicable, to such Registration StatementBuyer pursuant to Section 2(e). It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with in respect to of the Registrable Securities of the Buyers a particular Buyer that each such Buyer shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it 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. (b) b. 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 each any Registration Statement hereunder, unless the such Buyer has notified the Company in writing of the such Buyer’s 's election to exclude all of the such Buyer's Registrable Securities from such Registration Statement. (c) c. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(i3(g) or the first sentence of 3(f), the such Buyer shall will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) or Subsequent Registration Statement(s), as applicable, covering such Registrable Securities until the such Buyer’s 's receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(i3(g) or the first sentence of 3(f) has been filed with the SEC or receipt of notice that no supplement or amendment is required. Notwithstanding Subject to compliance with applicable securities laws, notwithstanding anything else to the contrary in this Section 4(c)contrary, the Company shall cause its transfer agent to deliver DWAC unlegended Shares to a transferee of such an Buyer in accordance with the terms of the applicable Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which the if requested by such Buyer has entered into a 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(i3(g) or the first sentence of 3(f) and for as to the sale of which the Buyer has not yet settled. (d) Each Buyer covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE BUYERS. (a) At least five (5) Business Days prior to In connection with the first anticipated filing date registration of each Registration Statement (or such shorter period to which the Parties agree)Registrable Securities, the Company Buyers shall notify have the Buyers in writing of the information the Company requires from the Buyers with respect to such Registration Statement. following obligations: A. 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 Buyers a particular Buyer that each such Buyer shall furnish to the Company Company, in writing, such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it 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. At least seven (7) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Buyer of the information the Company requires from each such Buyer. (b) B. 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 each a Registration Statement hereunder, unless the such Buyer has notified the Company in writing of the such Buyer’s 's election to exclude all of such Buyer's Registrable Securities from the Registration Statements. C. In the event Buyer holding a majority-in-interest of the Registrable Securities being registered determine to engage the services of an underwriter, 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 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) D. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(i3(e) or 3(f), the Buyer shall such Buyers will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Buyer’s 's receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(i3(e) or 3(f) and, if so directed by the Company, such Buyer shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Buyer's possession, of the prospectus covering such Registrable Securities current at the time of receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of such Buyer in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has entered into a 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(i) and for which the Buyer has not yet settlednotice. (d) Each Buyer covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE BUYERS. (a) a. At least five (5) Business Days prior to the first anticipated filing date of each a Registration Statement (or such shorter period to which the Parties agree)Statement, the Company shall notify the Buyers each Buyer in writing of the information the Company requires from the Buyers with respect 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 Buyers a Buyer that each such Buyer shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it 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. (b) b. 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 each any Registration Statement hereunder, unless the such Buyer has notified the Company in writing of the such Buyer’s election to exclude all of the such Buyer’s Registrable Securities from such Registration Statement. (c) c. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(i3(g) or the first sentence of Section 3(f), the such Buyer shall will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the such Buyer’s receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(i3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c)contrary, the Company shall cause its transfer agent to deliver DWAC Shares unlegended shares of Common Stock to a transferee of such a Buyer in accordance with the terms of the Securities Unit Purchase Agreement in connection with any sale of Registrable Securities with respect to which the such Buyer has entered into a contract for sale prior to the such Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(i3(g) or the first sentence of Section 3(f) and for which the such Buyer has not yet settled. (d) d. Each Buyer covenants and agrees that it shall will comply with the prospectus delivery and other requirements of the Securities 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to a the Registration Statement.