Common use of Obligations of the Holders Clause in Contracts

Obligations of the Holders. (a) Each Holder 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement. (b) Each Holder, 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 the Mandatory Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory Registration Statement. (c) Each Holder covenants and agrees that it shall comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Mandatory Registration Statement (including any related prospectus) and any amendment or supplement thereto.

Obligations of the Holders. (a) Each Holder 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement. (b) Each Holder, 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 the Mandatory a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and agrees that it shall comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Mandatory any Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. (a) Each 9.1 It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to each Holder that such Holder 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 such securities as shall be reasonably required to effect the registration of such the Registrable Securities and shall execute such documents and agreements in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyrequest. At least five (5) Business Days ten days prior to the first anticipated filing date of any registration statementthe Registration Statement, the Company shall notify each Holder of any additional the information the Company requires from each such Holder (the "Requested Information") if such Holder he elects to have any of the his Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees thatIf within three Business Days of the filing date the Company has not received the Requested Information from a Holder (a "Non-Responsive Holder"), in connection with any sale of then the Company may file the Registration Statement without including Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement.Non-Responsive Holders; (b) 9.2 Each Holder, by its 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 registration statement hereunder, unless, such Holder has decided not to participate; 9.3 In the Mandatory Registration Statement hereunderevent of an underwritten offering, each Holder agrees to enter into and perform his 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 Holder has notified decided not to participate; 9.4 Each Holder agrees that, upon receipt of any notice from the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory Registration Statement. (c) Each Holder covenants and agrees that it shall comply with the prospectus delivery requirements of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Section 8(f) herein, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Mandatory Registration Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 8(f) herein and, if so directed by the Company, such Holder shall deliver to the Company (including at the expense of the Company) or destroy (and deliver to the Company a certificate of such destruction) all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice; and 9.5 No Holder may participate in any related prospectusunderwritten registration hereunder unless such Holder (i) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Holders entitled hereunder to approve such arrangements, (ii) completes and any amendment or supplement theretoexecutes 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 such Holder's pro rata portion of all underwriting discounts and commissions.

Obligations of the Holders. (a) Each Holder It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 1.02 that the selling Holders furnish in writing to the Company such information regarding itselfthemselves, the Registrable Securities held by it them, and the intended method of disposition of the Registrable Securities held by it such securities as shall be reasonably is required to timely effect the registration of their Registrable Securities. (b) Each Holder delivering a written request to participate in an underwritten registered offering in accordance with Section 1.02 shall, if requested by the Company, as soon as practicable after such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall completedelivery, execute and deliver to the Company a selling securityholder notice custody agreement and questionnaire power of attorney in customary form reasonably satisfactory to the Company. At least five (5) Business Days prior Company and any managing underwriter with respect to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in identified for sale by such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date a "Custody Agreement" and "Power of such Registration StatementAttorney," respectively). Each holder agrees thatCustody Agreement and Power of Attorney shall provide, among other things, that such Holder will deliver to and deposit in connection custody with any sale of the custodian named therein (which shall be designated by the Company) a certificate or certificates representing such Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement. (b) Each Holder, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested duly endorsed in blank by the Company registered owner or owners thereof or accompanied by duly executed stock powers in connection blank) and irrevocably appoint such custodian and attorney-in-fact with full power and authority to act under the preparation Custody Agreement and filing Power of Attorney, respectively, on the Mandatory Registration Statement hereunderHolder's behalf with respect to matters specified therein, unless such Holder has notified including the Company in writing execution and delivery of its election to exclude all of its Registrable Securities from the Mandatory Registration Statementan underwriting agreement. (c) Each Holder covenants and agrees that it shall comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of has Registrable Securities pursuant to the Mandatory included in any Registration Statement shall not (until further notice from the Company) effect sales thereof after receipt of notice from the Company to suspend sales to permit the Company to correct or update any Registration Statement, including any related prospectus) and any amendment or supplement thereto.

Obligations of the Holders. (a) Each At least five (5) business days prior to the first anticipated filing date of a registration statement, the Company shall notify the Holder in writing of the information the Company requires from the Holder if the Holder elects to have any of such Holder'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 Holder that the Holder 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 effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequest. (b) Each The Holder, by its the Holder’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 the Mandatory Registration Statement any registration statement hereunder, unless such the Holder has notified the Company in writing of its the Holder's election to exclude all of its the Holder’s Registrable Securities from the Mandatory Registration Statementsuch registration statement. (c) Each The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 3(f) or 3(g), the Holder will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Sections 3(f) or 3(g) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Holder in connection with any sale of Registrable Securities with respect to which the Holder has entered into a contract for sale prior to the Holder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(f) or 3(g) and for which the Holder has not yet settled. (d) The Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory Registration Statement (including any related prospectus) and any amendment or supplement theretoa registration statement.

Obligations of the Holders. (a) Each Holder shall furnish in writing to the Company such information regarding itselfsuch Holder, the Registrable Securities held by it such Holder and the intended method of disposition of the Registrable Securities held by it such Holder as shall be reasonably required to effect the registration of such Registrable Securities and shall execute execute, or shall cause to be executed, such customary documents in connection with such registration as the Company may reasonably request in request. In connection therewith. Upon , upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in the form reasonably satisfactory to the Company. attached hereto as Exhibit B. At least five (5) Business Days prior to the first anticipated filing date of any registration statementthe Registration Statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if Holder, and such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two three (23) Business Days prior to the first anticipated filing date of such the Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement. (b) Each Holder, by its acceptance of the Registrable Securities, Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory Registration Statement. (c) Upon receipt of written notice from the Company of any event of the kind described in Section 3.2(e) or Section 3.2(f) or written notice of any Grace Period, each Holder shall forthwith discontinue disposition of Registrable Securities until such Holder has received copies of a supplemented or amended prospectus or until such Holder is advised in writing by the Company that the use of the prospectus may be resumed or that the Grace Period has ended. If so directed by the Company, such Holder shall use its commercially reasonable efforts to return to the Company (at the Company's expense) all copies of the prospectus covering such Registrable Securities current at the time of receipt of such notice other than permanent file copies then in such Holder’s possession. (d) No Holder shall use any free writing prospectus (as defined in Rule 405) in connection with the sale of Registrable Securities without the prior written consent of the Company. (e) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory any Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. a. At least five (a5) Each calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder'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 Holder that such Holder 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 reasonably 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statementrequest. Each holder Holder covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statementRegistration Statement, it shall comply with the “"Plan of Distribution” " section of the then current prospectus relating to such registration statementRegistration Statement. (b) b. Each Holder, by its such Holder'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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder's election to exclude all of its such Holder's Registrable Securities from the Mandatory such Registration Statement. (c) c. Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the Mandatory Registration Statement (including any related prospectuscopies of the supplemented or amended prospectus contemplated by Section 3(f) and any amendment or supplement theretothe first sentence of 3(e).

Obligations of the Holders. (a) Each Holder 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement. (b) Each Holder, 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 the Mandatory a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and agrees that it shall comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Mandatory any Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. a. At least five (a5) Each calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder'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 Holder that such Holder 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 reasonably 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statementrequest. Each holder Holder covenants and agrees that, in connection with any sale resale of Registrable Securities by it pursuant to a registration statementRegistration Statement, it shall comply with the “"Plan of Distribution” " section of the then current prospectus relating to such registration statementRegistration Statement. (b) b. Each Holder, by its such Holder'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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder's election to exclude all of its such Holder's Registrable Securities from the Mandatory such Registration Statement. (c) c. Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the Mandatory Registration Statement (including any related prospectuscopies of the supplemented or amended prospectus contemplated by Section 3(f) and any amendment or supplement theretothe first sentence of 3(e).

Obligations of the Holders. (a) Each At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Holders in writing of the information the Company requires from each Holders if the Holder’s Registrable Securities are to be 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 Holder that the Holder 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 effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequest. (b) Each HolderThe Holders, by its the Holders’ 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 the Mandatory any Registration Statement hereunder, unless such any Holder has notified the Company in writing of its the Holder’s election to exclude all of its the Holder’s Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants The Holders agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f), the Holders will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Holders’ receipt of the copies of the supplemented or amended Prospectus contemplated by Sections 3(e) or 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Holders in connection with any sale of Registrable Securities with respect to which the Holders have entered into a contract for sale prior to the Holders’ receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) and agrees for which the Holders have not yet settled. (d) The Holders covenant and agree that it shall they will comply with the prospectus Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory a Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. In connection with the registration of the Registrable Securities, the Holders shall have the following obligations: (ai) Each it shall be a condition precedent to the obligations of Company to complete the registration pursuant hereto with respect to any Holder’s Registrable Securities that the Holder shall furnish in writing to the Company such information regarding itselfHolder, the Registrable Securities held by it Holder and the intended method of disposition of the Registrable Securities held by it Holder 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyrequest. At least five ten (510) Business Days days prior to the first anticipated filing date of any registration statementthe Registration Statement, the Company shall notify each Holder the Holders of any additional the information the Company requires from such each Holder (the “Requested Information”) if such Holder elects to have any of the such Holder’s Registrable Securities included are eligible for inclusion in such registration statementthe Registration Statement. A Holder shall provide such information to the Company If at least two (2) Business Days prior to the first anticipated filing date of Company has not received the Requested Information from any such Holder (at such time Holder becoming a “Non-Responsive Holder”), then Company may file the Registration Statement. Each holder agrees that, in connection with any sale of Statement without including the Non-Responsive Holder’s Registrable Securities by it pursuant but shall not be relieved of its obligation to file a registration statement, it shall comply Registration Statement with the “Plan of Distribution” section of the then current prospectus SEC relating to such registration statement.the Registrable Securities of Non–Responsive Holder promptly after Non-Responsive Holder provides the Requested Information; (bii) Each Holder, by its acceptance purchasing or accepting an assignment of the Registrable Securities, each Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory Registration Statement hereunderfor the Registrable Securities, unless such Holder has notified the Company in writing of its such Holder’s election to exclude all of its Holder’s Registrable Securities from the Mandatory Registration Statement.; (ciii) Each in the event Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being registered determine to engage the services of an underwriter, each Holder covenants agrees to enter into and perform such Holder’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 Registrable Securities, unless such Holder has notified Company in writing of the Holder’s election to exclude all of Holder’s Registrable Securities from the Registration Statement; (iv) each Holder agrees that it that, upon receipt of any notice from Company of the happening of any event of the kind described in Section 1(c)(v), Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 1(c)(v) and, if so directed by Company, Holder shall deliver to Company (at the expense of Company) or destroy (and deliver to Company a certificate of destruction) all copies in such Holder’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice; (v) Holders may not participate in any underwritten registration hereunder unless the Holder (A) agrees to sell Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Holders entitled hereunder to approve such arrangements, (B) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and (C) 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 to the underwriters applicable with respect to its Registrable Securities, in each case to the extent not payable by Company pursuant to the terms of this Agreement; and (vi) each Holder agrees to take all reasonable actions necessary to comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with its sales of Registrable Securities pursuant to the Mandatory Registration Statement (including any related prospectus) and any amendment or supplement theretoSecurities.

Obligations of the Holders. a. At least five (a5) Each business days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder'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 Holder that such Holder 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 reasonably 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statementrequest. Each holder Holder covenants and agrees that, in connection with any sale disposition or transfer of Registrable Securities by it pursuant to a registration statementRegistration Statement, it shall comply with the “"Plan of Distribution” " section of the then current prospectus relating to such registration statementRegistration Statement. (b) b. Each Holder, by its such Holder'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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder's election to exclude all of its such Holder's Registrable Securities from the Mandatory such Registration Statement. (c) c. Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the Mandatory Registration Statement (including any related prospectuscopies of the supplemented or amended prospectus contemplated by Section 3(f) and any amendment or supplement theretothe first sentence of 3(e).

Obligations of the Holders. (a) Each Holder 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 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 be reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver required to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyeffect such registration. At least five seven (57) Business Days business days prior to the first anticipated filing date of any registration statementRegistration Statement, the Company shall notify each Holder of any additional the information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statementthe Registration Statement. A Each Holder shall provide such information to the Company at least two (2) Business Days business days prior to the first anticipated filing date of such Registration Statement if such Holder elects to have any of the Registrable Securities included in the Registration Statement. Each holder agrees that, in connection with any sale of The Company shall not be required to include the Registrable Securities by it pursuant of a Holder in a Registration Statement and shall not be required to pay any liquidated damages or other damages under this Agreement to a Holder resulting from any delay in registration statement, it shall comply with caused by the “Plan failure of Distribution” section of such Holder to furnish to the then current prospectus relating Company such information at least two (2) business days prior to such registration statementfiling date. (b) Each Holder, 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 the Mandatory a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice (which may be oral as long as written notice is provided by the prospectus delivery requirements next day) from the Company of the Securities Act as applicable to it in connection with sales happening of a Discontinuation Event (which notice shall contain an explanation of the nature of the Discontinuation Event without providing material non-public information), such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Mandatory Registration Statement covering such Registrable Securities, until otherwise notified in writing by the Company or until such Holder’s receipt of the copies of the supplemented or amended prospectus filed with the SEC and until any related post-effective amendment is declared effective. (d) The Holder acknowledges and agrees that, as described in Schedule 6(d) hereto, other security holders of the Company have the right to include such securities, in addition to the Registrable Securities, in any Registration Statement filed or maintained by the Company pursuant to this Agreement. (e) No Holder may use any confidential information received by it pursuant to this Agreement in violation of the Exchange Act, or other applicable state or federal securities law or reproduce, disclose, or disseminate such information to any other person (other than his or her attorneys, agents and representatives having a need to know, and then only if they expressly agree to be bound hereby), unless such information has been made available to the public generally (other than by such recipient in violation hereof) or such recipient is required to disclose such information by a governmental body or regulatory agency or by law in connection with a transaction that is not otherwise prohibited hereby, and then only after reasonable notice to the Company and it has been provided a reasonable opportunity to object to such disclosure, with the reasonable cooperation and assistance of such Holder. Each Holder agrees to comply in all material respects with the Securities Act and other applicable laws in connection with the offer or sale of any Registrable Securities; provided, however, that any failure to comply that is due to any breach by the Company of its obligations hereunder or under applicable securities laws (including any related prospectusmisstatements or omission of material facts by the Company in its public disclosure documents) shall not constitute a breach of this Section 6(e) by the Holder. The obligations in this Section 6(e) shall survive the expiration or termination of this Agreement. Notwithstanding any of the foregoing, nothing herein shall obligate the Company to provide to the Holders, or any advisors or representatives or underwriters any material nonpublic information. The Company shall not disclose material nonpublic information to the Holders, or to advisors to or representatives of the Holders, pursuant to this Agreement unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Holders, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any amendment or supplement Holder wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto.

Obligations of the Holders. (a) Each At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Holders in writing of the information the Company requires from each Holder if the Holder’s Registrable Securities are to be 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 each Holder that such Holder 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 effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequest. (b) Each Holder, by its such Holder’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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder’s election to exclude all of its such Holder’s Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Sections 3(e) or 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of any Holder in connection with any sale of Registrable Securities with respect to which such Holder has entered into a contract for sale prior to the Holder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) and for which such Holder has not yet settled. (d) Each Holder covenants and agrees that it shall will comply with the prospectus Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory a Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. a. At least five (a5) Each calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder of the information the Company requires from each such Holder if such Holder elects to have any of such Holder'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 Holder that such Holder 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 reasonably 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statementrequest. Each holder Holder covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statementRegistration Statement, it shall comply with the “"Plan of Distribution” " section of the then current prospectus relating to such registration statementRegistration Statement. (b) b. Each Holder, by its such Holder'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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder's election to exclude all of its such Holder's Registrable Securities from the Mandatory such Registration Statement. (c) c. Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the Mandatory Registration Statement (including any related prospectuscopies of the supplemented or amended prospectus contemplated by Section 3(f) and any amendment or supplement theretothe first sentence of 3(e).

Obligations of the Holders. In connection with the registration of the Registrable Securities, the Holders shall have the following obligations: (a) Each It shall be a condition precedent to the obligations of Canadian Parent to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a Holder thereof that such Holder shall furnish in writing to the Company Canadian Parent 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 of such Holder and shall execute such documents in connection with such registration as the Company Canadian Parent may reasonably request request, provided that no failure of any Holder to comply with such obligations shall in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver any way limit Canadian Parent’s obligations with respect to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyany other Holder. At least five (5) Business Days prior to the first anticipated filing date of any registration statementa Registration Statement, the Company Canadian Parent shall notify each Holder and the Holder Representative of any additional the information the Company Canadian Parent requires from such Holder if Holder. Any such Holder elects information shall not contain any untrue statement of a material fact or omit to have any state a material fact necessary in order to make the statements therein, in light of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees thatcircumstances under which they were made, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementnot misleading. (b) Each Holder, by its such Holder’s acceptance of the Registrable Securities, agrees to cooperate with the Company Canadian Parent as reasonably requested by the Company Canadian Parent in connection with the preparation and filing of the Mandatory a Registration Statement (including the filing of the initial prospectus supplement referred to in Section 3(a)(i) above) hereunder, unless such Holder has notified the Company Canadian Parent in writing of its the Holder’s election to exclude all of its the Holder’s Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and agrees that it shall comply with the prospectus delivery requirements that, upon receipt of any notice from Canadian Parent of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Section 4(e) or 4(f), the Holder will immediately discontinue disposition of Registrable Securities pursuant to the Mandatory Registration Statement covering such Registrable Securities until the Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(e) and, if so directed by Canadian Parent, the Holder shall deliver to Canadian Parent (including any related prospectusat the expense of Canadian Parent) or destroy (and any amendment or supplement theretodeliver to Canadian Parent a certificate of destruction) all copies in the Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice (other than such copies maintained for such Holder’s administrative records).

Obligations of the Holders. a. At least five (a5) Each calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify Holder of the information the Company requires from each such Holder if such Holder elects to have any of such Holder'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 Holder that such Holder 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statementrequest. Each holder Holder covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statementRegistration Statement, it shall comply with the “"Plan of Distribution” " section of the then current prospectus relating to such registration statementRegistration Statement. (b) b. Each Holder, by its such Holder'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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder's election to exclude all of its such Holder's Registrable Securities from the Mandatory such Registration Statement. (c) c. Each Holder covenants and agrees that it shall comply with that, upon receipt of written notice from the prospectus delivery requirements Company of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the Mandatory Registration Statement (including any related prospectuscopies of the supplemented or amended prospectus contemplated by Section 3(f) and any amendment or supplement theretothe first sentence of 3(e).

Obligations of the Holders. (a) Each Holder shall furnish in writing to the Company such information regarding itselfsuch Holder, the Registrable Securities held by it such Holder and the intended method of disposition of the Registrable Securities held by it such Holder as shall be reasonably required to effect the registration of such Registrable Securities and shall execute execute, or shall cause to be executed, such customary documents in connection with such registration as the Company may reasonably request in request. In connection therewith. Upon , upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in the form reasonably satisfactory to the Company. attached hereto as Exhibit B. At least five (5) Business Days prior to the first anticipated filing date of any registration statementthe Registration Statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if Holder, and such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two three (23) Business Days prior to the first anticipated filing date of such the Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement. (b) Each Holder, by its acceptance of the Registrable Securities, Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory Registration Statement. (c) Upon receipt of written notice from the Company of any event of the kind described in Section 3.2(e) or Section 3.2(f) or written notice of any Grace Period, each Holder shall forthwith discontinue disposition of Registrable Securities until such Holder has received copies of a supplemented or amended prospectus or until such Holder is advised in writing by the Company that the use of the prospectus may be resumed or that the Grace Period has ended. If so directed by the Company, such Holder shall use its commercially reasonable efforts to return to the Company (at the Company’s expense) all copies of the prospectus covering such Registrable Securities current at the time of receipt of such notice other than permanent file copies then in such Holder’s possession. (d) No Holder shall use any free writing prospectus (as defined in Rule 405) in connection with the sale of Registrable Securities without the prior written consent of the Company. (e) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory any Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. (a) Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Appendix A (a “Selling Stockholder Questionnaire”) on a date that is not less than ten (10) days prior to the Filing Deadline or by the end of the fourth (4th) Trading Day following the date on which such Holder receives draft materials in accordance with Section 2(a). Each Holder shall furnish in writing to the Company such additional information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, and shall execute such documents in connection with such registration, 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statementSecurities. A Holder 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 Holder elects to have any of the Registrable Securities included in the Registration Statement. Each holder agrees that, in connection with any sale of The Company shall not be required to include the Registrable Securities by it pursuant of a Holder in a Registration Statement, and no Event shall be deemed to occur and or continue solely as a registration statement, it shall comply with the “Plan of Distribution” section result of the then current prospectus relating failure to include the Registrable Securities of such registration statementHolder in the Registration Statement, if such Holder fails to furnish to the Company a fully completed Selling Stockholder Questionnaire at least two (2) Business Days prior to the Filing Deadline. (b) Each Holder, by its acceptance of the Registrable Securities, Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory a Registration Statement hereunder, unless such Holder Hxxxxx has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration Statement. (d) Each Holder agrees that, upon receipt of any notice from the Mandatory Company of either: (i) the commencement of an Allowed Delay, or (ii) the happening of an event pursuant to Section 4(d)(iii) – (vi) hereof, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until it is advised in writing (including any related prospectusthe “Advice”) and any amendment by the Company that the use of the applicable Prospectus (as it may have been supplemented or supplement theretoamended) may be resumed. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

Obligations of the Holders. (a) Each At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Holders in writing of the information the Company requires from each Holder if the Holder’s Registrable Securities are to be 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 any Registrable Securities of the Holder that the Holder 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 effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequest. (b) Each The Holder, by its the Holder’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 the Mandatory any Registration Statement hereunder, unless such the Holder has notified the Company in writing of its the Holder's election to exclude all of its the Holder’s Registrable Securities from the Mandatory such Registration Statement. (c) Each The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of a Grace Period under Section 3(r), the Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Sections 3(e) or 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Holder in connection with any sale of Registrable Securities with respect to which the Holder has entered into a contract for sale prior to the Holder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Holders knowledge of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period or of the Section 3(e) or 3(f) event, and for which the Holder has not yet settled. (d) The Holder covenants and agrees that it shall will comply with the prospectus Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory a Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. (a) Each a. The Company shall notify each Holder in writing of the information the Company reasonably requires from the Holder in connection with such Registration Statement hereunder. The Holder 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 in connection therewithrequest. Upon Notwithstanding the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statementforegoing, the Company Registration Statement shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with contain the “Plan of Distribution” section of in substantially the then current prospectus relating to such registration statement.form attached hereto as Exhibit A. (b) b. Each Holder, by its acceptance of the Registrable Securities, Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory any Registration Statement hereunder. c. Each Holder agrees that, unless upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 2(e), Section 3(f) or the first sentence of 3(e), the Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Holder’s receipt of applicable notice pursuant to Section 2(e) or the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver 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 an Holder has notified entered into a contract for sale prior to the Holder’s receipt of a notice from the Company of the happening of any event of the kind described in writing Section 3(f) or the first sentence of its election to exclude all of its Registrable Securities from Section 3(e) and for which the Mandatory Registration StatementHolder has not yet settled. (c) d. Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. (a) Each Holder shall agrees to 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire completed Questionnaire in the form reasonably satisfactory attached to the Companythis Agreement as Annex B (a “Selling Holder Questionnaire”). At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the The Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects not be required to have any of include the Registrable Securities included of a Holder in such registration statement. A a Registration Statement and shall not be required to pay any partial liquidated or other damages under Section 2(e) hereof to a Holder shall provide such information who fails to furnish to the Company a completed Selling Holder Questionnaire at least two (2) Business Days prior to the first anticipated filing date of such a Registration Statement. Each holder agrees that, Statement is required to be filed in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply accordance with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequirements set forth in Section 2(a). (b) Each Holder, 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 the Mandatory a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities 1933 Act as applicable to it in connection with sales of Registrable Securities pursuant to the Mandatory Registration Statement. (d) Each Holder agrees that, upon receipt of any notice from the Company of either (A) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (B) the happening of an event pursuant to Section 3(j) hereof, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Holder’s receipt of the copies of the supplemented or amended prospectus filed with the SEC and declared effective and, if so directed by the Company, the Holder 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 Holder’s possession of the Prospectus covering the Registrable Securities current at the time of receipt of such notice. (e) No Holder may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the 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. Notwithstanding the foregoing, no Holder shall be required to make any representations to such underwriter, other than those with respect to itself and the Registrable Securities owned by it, including any related prospectus) its right to sell the Registrable Securities, and any amendment or supplement theretoindemnification in favor of the underwriter by the Holders shall be several and not joint and limited in the case of any Holder, to the proceeds received by such Holder from the sale of its Registrable Securities. The scope of any such indemnification in favor of an underwriter shall be limited to the same extent as the indemnity provided in Section 5(a) hereof.

Obligations of the Holders. (a) Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”) on a date that is not less than ten (10) days prior to the Filing Deadline or by the end of the fourth (4th) Trading Day following the date on which such Holder receives draft materials in accordance with Section 3(a). Each Holder shall furnish in writing to the Company such additional information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, and shall execute such documents in connection with such registration, 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statementSecurities. A Holder 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 Holder elects to have any of the Registrable Securities included in the Registration Statement. Each holder agrees that, in connection with any sale of The Company shall not be required to include the Registrable Securities by it pursuant of a Holder in a Registration Statement, and no Event shall be deemed to occur and or continue solely as a registration statement, it shall comply with the “Plan of Distribution” section result of the then current prospectus relating failure to include the Registrable Securities of such registration statementHolder in the Registration Statement, if such Holder fails to furnish to the Company a fully completed Selling Stockholder Questionnaire at least two (2) Business Days prior to the Filing Deadline. (b) Each Holder, by its acceptance of the Registrable Securities, Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration Statement. (d) Each Holder agrees that, upon receipt of any notice from the Mandatory Company of either (i) the commencement of an Allowed Delay or (ii) the happening of an event pursuant to Section 3(d)(iii) – (vi) hereof, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until it is advised in writing (including any related prospectusthe “Advice”) and any amendment by the Company that the use of the applicable Prospectus (as it may have been supplemented or supplement theretoamended) may be resumed. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

Obligations of the Holders. a. At least seven (a7) Each business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder'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 Holder that such Holder 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequest. (b) b. Each Holder, by its such Holder'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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder's election to exclude all of its such Holder's Registrable Securities from the Mandatory such Registration Statement. (c) c. Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Section 3(g) or the first sentence of 3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the Mandatory Registration Statement (including copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Holder in accordance with the terms of the Redemption and Exchange Agreement in connection with any related prospectussale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to the Holder's receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) and any amendment or supplement theretofor which the Holder has not yet settled.

Obligations of the Holders. (a) Each From time to time, the Company may require each Holder shall to furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition distribution of the Registrable Securities held by it 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementSecurities. (b) Each Holder, by its such Holder’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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory Registration Statement. (c) Each Holder agrees that, upon receipt of a Suspension Notice pursuant to Section 3(b), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder’s receipt of the End of Suspension Notice. (d) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory Registration Statement Statement. (including e) Each Holder agrees that, upon receipt of any related prospectusnotice from the Company of any event as a result of which the prospectus or any document incorporated therein by reference contains an untrue statement of material fact or omits to state any material fact necessary to make the statements therein not misleading, such Holder will discontinue the distribution of Registrable Securities pursuant to any such prospectus until such Holder receives copies of a supplemented or amended prospectus from the Company. In addition, if the Company requests, the Holder will deliver to the Company (at the Company’s expense) and all copies, other than permanent file copies then in its possession, of the prospectus covering the Registrable Securities current at the time of receipt of the notice. Each Holder agrees not to use any amendment or supplement theretofree writing prospectus unless consented to by the Company.

Obligations of the Holders. a. At least five (a5) Each calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder'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 Holder that such Holder 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 reasonably 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statementrequest. Each holder Holder covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statementRegistration Statement, it shall comply with the “"Plan of Distribution” " section of the then current prospectus relating to such registration statementRegistration Statement. (b) b. Each Holder, by its such Holder'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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder's election to exclude all of its such Holder's Registrable Securities from the Mandatory such Registration Statement. (c) c. Each Holder covenants and agrees that it shall comply with that, upon receipt of written notice from the prospectus delivery requirements Company of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the Mandatory Registration Statement (including any related prospectuscopies of the supplemented or amended prospectus contemplated by Section 3(f) and any amendment or supplement theretothe first sentence of 3(e).

Obligations of the Holders. (a) Each Notwithstanding any other provision of the Agreement, no Holder shall furnish may include any of its Registrable Securities in writing the Registration Statement pursuant to this Agreement unless such Holder furnishes to the Company a completed questionnaire substantially in the form of Exhibit B (the “Questionnaire”) for use in connection with the Registration Statement at least five (5) Business Days prior to the anticipated filing date of the Registration Statement if such information regarding itself, the Registrable Securities held by it and the intended method of disposition Holder elects to have any of the Registrable Securities held by it included in such Registration Statement provided that such Questionnaire has been provided to such Holder at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement. In addition to the Questionnaire, each Holder shall furnish such other information as shall be reasonably required to effect the registration of such Registrable Securities Securities, and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon request; provided that the execution of this Agreement, each Holder Holders shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, not in connection with the foregoing be required to execute any sale of lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities Securities, other than the lock-up agreement executed by it pursuant the Investors attached as Exhibit C to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementPurchase Agreement. (b) Each Holder, 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 the Mandatory a Registration Statement hereunder, unless such Holder Xxxxxx has notified the Company in writing of its election to exclude any or all of its Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder 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 an event pursuant to Section 3(h) hereof, such Holder will promptly discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities, until such Holder is advised by the Company that such dispositions may again be made, provided that, no Holder shall be required to discontinue disposition of Registrable Securities under a Registration Statement by virtue of the delivery by the Company of a notice of the occurrence of any event of the kind described in Section 2(c)(ii) on more than two occasions or for ninety (90) total calendar days, in each case during any twelve-month period, or for more than forty-five (45) consecutive days. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended securities to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which the Subscriber has entered into a contract for sale, prior to such Xxxxxx’s receipt of the notice of an Allowed Delay and for which such Xxxxxx has not yet settled. (d) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory any Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. (a) Each At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Holder in writing of the information the Company requires from the Holder if the Holder's Registrable Securities are to be 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 Holder that the Holder 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 effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequest. (b) Each The Holder, by its the Holder'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 the Mandatory any Registration Statement hereunder, unless such the Holder has notified the Company in writing of its the Holder's election to exclude all of its the Holder's Registrable Securities from the Mandatory such Registration Statement. (c) Each The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 2(e) or 2(f), the Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Sections 2(e) or 2(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Holder in connection with any sale of Registrable Securities with respect to which the Holder has entered into a contract for sale prior to the Holder's receipt of a notice from the Company of the happening of any event of the kind described in Sections 2(e) or 2(f) and for which the Holder has not yet settled. (d) The Holder covenants and agrees that it shall will comply with the prospectus Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory a Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. (a) Each Holder 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 in request. In connection therewith. Upon , upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days business days prior to the first anticipated filing date of any registration statementRegistration Statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statementthe Registration Statement. A Holder shall provide such information to the Company at least two (2) Business Days business days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with Statement if such Holder elects to have any sale of the Registrable Securities by it pursuant to a registration statement, it shall comply with included in the “Plan of Distribution” section of the then current prospectus relating to such registration statementRegistration Statement. (b) Each Holder, 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 the Mandatory a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and agrees that it shall comply with the prospectus delivery requirements of the Securities 1933 Act as applicable to it in connection with sales of Registrable Securities pursuant to the Mandatory any Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. (a) Each 9.1 It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to each Holder that such Holder 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 such securities as shall be reasonably required to effect the registration of such the Registrable Securities and shall execute such documents and agreements in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyrequest. At least five (5) Business Days twelve days prior to the first anticipated filing date of any registration statementthe Registration Statement, the Company shall notify each Holder of any additional the information the Company requires from each such Holder if such Holder elects to have any (the "Requested Information"). If within five Business Days of the filing date the Company has not received the Requested Information from a Holder (a "NonResponsive Holder"), then the Company may file the Registration Statement without including Registrable Securities included in of such registration statement. A Non-Responsive Holder shall provide such information to and the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating have no further obligation to such registration statement.Non-Responsive Holder under Section 7 or Section 8 of this Warrant; (b) 9.2 Each Holder, by its 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 the Mandatory Registration Statement any registration statement hereunder, unless such Holder has notified the Company in writing of its his election to exclude all of its his Registrable Securities from the Mandatory Registration Statement. 9.3 In the event Holders holding a majority in interest of the Registrable Securities select underwriters for the offering, each Holder agrees to enter into and perform his obligations under an underwriting agreement, in usual and customary form, including without limitation customary indemnification and contribution obligations (c) provided that any such indemnification and contribution shall be expressly limited to losses incurred relating to misstatements or omissions in information provided by such Holder specifically for use in the Registration Statement, and then only to the extent of net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement), 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 Holder has notified the Company in writing of his election to exclude all of his Registrable Securities from the Registration Statement. 9.4 Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Section 8.5, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Mandatory Registration Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 8.5 and, if so directed by the Company, such Holder shall deliver to the Company (including at the expense of the Company) or destroy (and deliver to the Company a certificate of such destruction) all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice; and 9.5 No Holder may participate in any related prospectusunderwritten registration hereunder unless such Holder (i) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Holders entitled hereunder to approve such arrangements, (ii) completes and any amendment or supplement theretoexecutes 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 such Holder's pro rata portion of all underwriting discounts and commissions.

Obligations of the Holders. (a) Each At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such holder’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 Holder that such Holder 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequest. (b) Each Holder, by its such Holder’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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder’s election to exclude all of its such Holder’s Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(d), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder’s receipt of copies of the supplemented or amended prospectus as contemplated by Section 3(d). (d) Each holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. a. At least fifteen (a15) Each Holder calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify the Investor in writing of the information the Company requires from the Investor if the Investor elects to have any of its 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 Investor that the Investor 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 reasonably 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 in connection therewithrequest. Upon the execution of this Agreement, each Holder shall complete, execute The Investor covenants and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale resale of Registrable Securities by it pursuant to a registration statementRegistration Statement, it shall comply with the “"Plan of Distribution” " section of the then then-current prospectus relating to such registration statementRegistration Statement. (b) Each Holderb. The Investor, 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 the Mandatory any Registration Statement hereunder, unless such Holder the Investor has notified the Company in writing of its Investor's election to exclude all of its Investor's Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and c. The Investor agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Section 3(f) or the first sentence of 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Mandatory Registration Statement (including any related prospectusInvestor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) and any amendment or supplement theretothe first sentence of 3(e).

Obligations of the Holders. (a) Each At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Holders in writing of the information the Company requires from each Holder if the Holder’s Registrable Securities are to be 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 Holder that the Holder 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 effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequest. (b) Each The Holder, by its the Holder’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 the Mandatory any Registration Statement hereunder, unless such the Holder has notified the Company in writing of its the Holder's election to exclude all of its the Holder’s Registrable Securities from the Mandatory such Registration Statement. (c) Each The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 2(e) or 2(f), the Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Sections 2(e) or 2(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Holder in connection with any sale of Registrable Securities with respect to which the Holder has entered into a contract for sale prior to the Holder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 2(e) or 2(f) and for which the Holder has not yet settled. (d) The Holder covenants and agrees that it shall will comply with the prospectus Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory a Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. In connection with the registration of the Registrable Securities pursuant to either Sections 14(a), or (a) Each b), the Selling Holders shall have the following obligations: i. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to each Selling Holder that such Selling Holder 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 the Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyrequest. At least five fifteen (515) Business Days days prior to the first anticipated filing date of any registration statementthe Registration Statement, the Company shall notify each Selling Holder of any additional the information the Company requires from each such Selling Holder (the “Requested Information”) in the case of a Registration Statement being prepared pursuant to Section 14(b) or if such Selling Holder elects to have any of the such Selling Holder’s Registrable Securities included in such registration statement. A Holder shall provide such information the Registration Statement in the case of a Registration Statement being prepared pursuant to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration StatementSection 14(a). ii. Each holder agrees that, in connection with any sale of Registrable Securities Selling Holder by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement. (b) Each Selling Holder, by its ’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 the Mandatory Registration Statement hereunder, unless such Holder Xxxxxxx Xxxxxx has notified the Company in writing of its such Selling Holder’s election to exclude all of its such Selling Holder’s Registrable Securities from the Mandatory Registration Statement.; and iii. No Selling Holder may participate in any underwritten registration hereunder unless such Xxxxxxx Xxxxxx (ci) Each Holder covenants and agrees that it shall comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of sell such Selling Holder’s Registrable Securities pursuant on the basis provided in any underwriting arrangements, (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 the Mandatory Registration Statement (including any related prospectus) pay its pro rata share of all underwriting discounts and commissions and other fees and expenses of investment bankers and any amendment manager or supplement theretomanagers of such underwriting, except as provided in Section 14(d) below.

Obligations of the Holders. In connection with the registration of the Registrable Securities, the Holders shall have the following obligations, which obligations shall be several and not joint: (a) Each Prior to the first anticipated filing date of the Registration Statement under Section 2(a) hereof, the Company shall provide the Holders with a draft of the Registration Statement, including such information about the Holder as has been provided in the Questionnaire completed by the Holder, together with whatever confirmations, certificates or consents as may be reasonably requested by the Company. In connection with any other Registration Statement including the Holders, it shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Appendix I with respect to the Registrable Securities of a particular Holder that such Holder 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyrequest. At least five (5) Business Days ten business days prior to the first anticipated filing date of any registration statementthe Registration Statement, the Company shall notify each Holder and its counsel, whether in-house or otherwise (“Counsel”) of any additional the information the Company requires from each such Holder (the “Requested Information”) if such Holder elects to have any of the its Registrable Securities included in the Registration Statement. If at least four business days prior to the anticipated filing date the Company has not received the Requested Information from a Holder (a “Non-Responsive Holder”) or its Counsel, then the Company shall send such registration statement. A Non-Responsive Holder shall provide and its Counsel a reminder of such information to the Company request. If at least two (2) Business Days business days prior to the first anticipated filing date the Company still has not received the Requested Information from such Non-Responsive Holder or its Counsel, then the Company may file the Registration Statement without including Registrable Securities of such Non-Responsive Holder. However, promptly upon receipt of the Requested Information, and at the expense of the Non-Responsive Holder, the Company shall file such amendment(s) to the Registration Statement. Each holder agrees that, in connection with any sale of Statement as may be necessary to include therein the Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementNon-Responsive Holder. (b) Each Holder, Holder 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 the Mandatory Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory Registration Statement.; the Company shall, on its part, ensure that Item 507 of Regulation S-K of the Securities Act (regarding information on the selling security holders) be complied with in connection with its preparation and filing of the Registration Statement hereunder; (c) As promptly as practicable after becoming aware of such event, notify the Company of the occurrence of any event, as a result of which the Prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (d) Each Holder covenants and agrees that that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 3(e) or 3(f), it shall comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales immediately discontinue its disposition of Registrable Securities pursuant to the Mandatory Registration Statement covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(e) and, if so directed by the Company, such Holder shall deliver to the Company (including any related prospectusat the expense of the Company) or destroy (and any amendment or supplement theretodeliver to the Company a certificate of destruction) all copies in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

Obligations of the Holders. In connection with the registration of the Registrable Securities pursuant to either Sections 14(a), or (a) Each b), the Selling Holders shall have the following obligations: i. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to each Selling Holder that such Selling Holder 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 the Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyrequest. At least five fifteen (515) Business Days days prior to the first anticipated filing date of any registration statementthe Registration Statement, the Company shall notify each Selling Holder of any additional the information the Company requires from each such Selling Holder (the "Requested Information") in the case of a Registration Statement being prepared pursuant to Section 14(b) or if such Selling Holder elects to have any of the such Selling Holder's Registrable Securities included in such registration statement. A Holder shall provide such information the Registration Statement in the case of a Registration Statement being prepared pursuant to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration StatementSection 14(a). ii. Each holder agrees that, in connection with any sale of Registrable Securities Selling Holder by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement. (b) Each Holder, by its Xxxxxxx Xxxxxx'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 the Mandatory Registration Statement hereunder, unless such Holder Xxxxxxx Xxxxxx has notified the Company in writing of its such Selling Holder's election to exclude all of its such Selling Holder's Registrable Securities from the Mandatory Registration Statement.; and iii. No Selling Holder may participate in any underwritten registration hereunder unless such Xxxxxxx Xxxxxx (ci) Each Holder covenants and agrees that it shall comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of sell such Selling Holder's Registrable Securities pursuant on the basis provided in any underwriting arrangements, (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 the Mandatory Registration Statement (including any related prospectus) pay its pro rata share of all underwriting discounts and commissions and other fees and expenses of investment bankers and any amendment manager or supplement theretomanagers of such underwriting, except as provided in Section 14(d) below.

Obligations of the Holders. (a) Each At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Holder in writing of the information the Company requires from the Holder if the Holder’s Registrable Securities are to be 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 Holder that the Holder 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 effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequest. (b) Each The Holder, by its the Holder’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 the Mandatory any Registration Statement hereunder, unless such the Holder has notified the Company in writing of its the Holder's election to exclude all of its the Holder’s Registrable Securities from the Mandatory such Registration Statement. (c) Each The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 2(e) or 2(f), the Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Sections 2(e) or 2(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Holder in connection with any sale of Registrable Securities with respect to which the Holder has entered into a contract for sale prior to the Holder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 2(e) or 2(f) and for which the Holder has not yet settled. (d) The Holder covenants and agrees that it shall will comply with the prospectus Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory a Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. (a) Each Holder 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 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyrequest. At least five ten (510) Business Days days prior to the first anticipated filing date of any registration statementRegistration Statement, the Company shall notify each Holder of any additional the information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities held by such Holder included in such registration statementthe Registration Statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with Statement if such Holder elects to have any sale of the Registrable Securities by it pursuant to a registration statement, it shall comply with included in the “Plan of Distribution” section of the then current prospectus relating to such registration statementRegistration Statement. (b) Each Holder, 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 the Mandatory a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of either (i) the Securities Act as applicable commencement of an Allowed Delay pursuant to it in connection with sales Section 2(e)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Mandatory Registration Statement (including covering such Registrable Securities, until the Holder’s receipt of the supplemented or amended prospectus filed with the SEC and until any related prospectuspost-effective amendment is declared effective and, if so directed by the Company, the Holder shall deliver to the Company (at the expense of the Company) or destroy (and any amendment or supplement theretodeliver to the Company a certificate of destruction) all copies in the Holder’s possession of the Prospectus covering the Registrable Securities current at the time of receipt of such notice.

Obligations of the Holders. a. At least seven (a7) Each business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder'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 Holder that such Holder 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequest. (b) b. Each Holder, by its such Holder'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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder's election to exclude all of its such Holder's Registrable Securities from the Mandatory such Registration Statement. (c) c. Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Section 3(g) or the first sentence of 3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the Mandatory Registration Statement (including copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Holder in accordance with the terms of the Amended and Restated Redemption and Exchange Agreement in connection with any related prospectussale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to the Holder's receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) and any amendment or supplement theretofor which the Holder has not yet settled.

Obligations of the Holders. a. At least fifteen (a15) Each calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder'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 Holder that such Holder 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 reasonably 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statementrequest. Each holder Holder covenants and agrees that, in connection with any sale disposition or transfer of Registrable Securities by it pursuant to a registration statementRegistration Statement, it shall comply with the “"Plan of Distribution” " section of the then current prospectus relating to such registration statementRegistration Statement. (b) b. Each Holder, by its such Holder'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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder's election to exclude all of its such Holder's Registrable Securities from the Mandatory such Registration Statement. (c) c. Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Section 3(g) or the first sentence of 3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the Mandatory Registration Statement (including any related prospectuscopies of the supplemented or amended prospectus contemplated by Section 3(g) and any amendment or supplement theretothe first sentence of 3(f).

Obligations of the Holders. a. At least ten (a10) Each Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder’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 Holder that such Holder 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 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequest. (b) b. Each Holder, by its such Holder’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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder’s election to exclude all of its such Holder’s Registrable Securities from the Mandatory such Registration Statement. (cc. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Holder in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Holder has entered into a contract for sale prior to the Holder’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) and for which the Holder has not yet settled. d. Each Holder covenants and agrees that it shall will comply with the any applicable prospectus delivery requirements of the Securities 1933 Act as applicable to or an exemption therefrom it in connection with sales of Registrable Securities pursuant to the Mandatory Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. (a) Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”) on a date that is not less than ten (10) days prior to the Filing Deadline or by the end of the fourth (4th) Trading Day following the date on which such Holder receives draft materials in accordance with Section 3(a). Each Holder shall furnish in writing to the Company such additional information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, and shall execute such documents in connection with such registration, 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statementSecurities. A Holder 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 Holder elects to have any of the Registrable Securities included in the Registration Statement. Each holder agrees that, in connection with any sale of The Company shall not be required to include the Registrable Securities by it pursuant of a Holder in a Registration Statement, and No Event shall be deemed to occur and or continue solely as a registration statement, it shall comply with the “Plan of Distribution” section result of the then current prospectus relating failure to include the Registrable Securities of such registration statementHolder in the Registration Statement, if such Holder fails to furnish to the Company a fully completed Selling Stockholder Questionnaire at least two (2) Business Days prior to the Filing Deadline. (b) Each Holder, by its acceptance of the Registrable Securities, Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory a Registration Statement hereunder, unless such Holder Hxxxxx has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration Statement. (d) Each Holder agrees that, upon receipt of any notice from the Mandatory Company of either (i) the commencement of an Allowed Delay or (ii) the happening of an event pursuant to Section 3(d)(iii) – (vi) hereof, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until it is advised in writing (including any related prospectusthe “Advice”) and any amendment by the Company that the use of the applicable Prospectus (as it may have been supplemented or supplement theretoamended) may be resumed. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

Obligations of the Holders. In connection with the registration of the Shares, the Holders shall have the following obligations: (ai) Each it shall be a condition precedent to the obligations of Company to complete the registration pursuant hereto with respect to any Holder’s Shares that the Holder shall furnish in writing to the Company such information regarding itselfHolder, the Registrable Securities Shares held by it Holder and the intended method of disposition of the Registrable Securities Shares held by it Holder as shall be reasonably required to effect the registration of such Registrable Securities Shares and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyrequest. At least five ten (510) Business Days days prior to the first anticipated filing date of any registration statementthe Registration Statement, the Company shall notify each Holder the Holders of any additional the information the Company requires from such each Holder (the “Requested Information”) if such Holder elects to have any of such Holder’s Shares are eligible for inclusion in the Registrable Securities included in such registration statementRegistration Statement. A Holder shall provide such information to the Company If at least two (2) Business Days prior to the first anticipated filing date Company has not received the Requested Information from any such Holder (at such time Holder becoming a “Non-Responsive Holder”), then Company may file the Registration Statement without including the Non-Responsive Holder’s Shares but shall not be relieved of such its obligation to file a Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply Statement with the “Plan SEC relating to the Shares of Distribution” section Non-Responsive Holder promptly after Non-Responsive Holder provides the Requested Information; (ii) by purchasing or accepting an assignment of the then current prospectus relating to such registration statement. (b) Each HolderPreferred Shares or Shares, by its acceptance of the Registrable Securities, each Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory Registration Statement hereunderfor the Registrable Securities, unless such Holder has notified the Company in writing of its such Holder’s election to exclude all of its Holder’s Shares from the Registration Statement; (iii) in the event Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being registered determine to engage the services of an underwriter, each Holder agrees to enter into and perform such Holder’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 Shares, unless such Holder has notified Company in writing of the Holder’s election to exclude all of Holder’s Shares from the Mandatory Registration Statement.; (civ) Each each Holder covenants agrees that, upon receipt of any notice from Company of the happening of any event of the kind described in Section 1(c)(v), Holder will immediately discontinue disposition of Shares pursuant to the Registration Statement covering such Shares until Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 1(c)(v) and, if so directed by Company, Holder shall deliver to Company (at the expense of Company) or destroy (and deliver to Company a certificate of destruction) all copies in such Holder’s possession of the prospectus covering such Shares current at the time of receipt of such notice; (v) Holders may not participate in any underwritten registration hereunder unless the Holder (A) agrees that it shall to sell Holder’s Shares on the basis provided in any underwriting arrangements approved by the Holders entitled hereunder to approve such arrangements, (B) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and (C) 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 to the underwriters applicable with respect to its Shares, in each case to the extent not payable by Company pursuant to the terms of this Agreement; and (vi) each Holder agrees to take all reasonable actions necessary to comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with its sales of Registrable Securities pursuant to the Mandatory Registration Statement (including any related prospectus) and any amendment or supplement theretoShares.

Obligations of the Holders. In connection with the registration of the Registrable Securities, the Holders shall have the following obligations: (a) Each It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Section 8 with respect to the Registrable Securities of a particular Holder that such Holder 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyrequest. At least five (5) Business Days business days prior to the first anticipated filing date of any registration statementthe Registration Statement, the Company shall notify each Holder the Holders of any additional the information the Company requires from each such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementHolder. (b) Each Holder, by its such Holder'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 the Mandatory each Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder's election to exclude all of its such Holder's Registrable Securities from the Mandatory such Registration Statement. (c) In the event Holders holding a majority in interest of the Registrable Securities being offered determine to engage the services of an underwriter, each Holder agrees to enter into and perform such Holder'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 Holder has notified the Company in writing of such Holder's election not to participate in such underwritten distribution. (d) Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Sections 8.3(f) or 8.3(g), such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Mandatory Registration Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Sections 8.3(f) or 8.3(g) and, if so directed by the Company, such Holder shall deliver to the Company (including at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (e) No Holder may participate in any related prospectusunderwritten distribution hereunder unless such Holder (i) agrees to sell such Holder'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 amendment or supplement theretoexpenses in excess of those payable by the Company pursuant to Section 8.5 below.

Obligations of the Holders. (a1) Each It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish in writing 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 such securities as shall be reasonably required in order to effect comply with any applicable law or regulation in connection with the registration of such Holder’s Registrable Securities or any qualification or compliance with respect to such Holder’s Registrable Securities and referred to in this Agreement. (2) The Holders hereby acknowledge that there may occasionally be times when the Company must suspend the use of a prospectus forming a part of any registration statement filed pursuant to this Agreement until such time as an amendment to such registration statement has been filed by the Company and declared effective by the SEC or until the Company has amended or supplemented such prospectus. The Holders hereby covenant that they will not sell any securities pursuant to any such prospectus during the period commencing at the time at which the Company gives the Holders notice of the suspension of the use of any such prospectus and ending at the time the Company gives the Holders notice that the Holders may thereafter effect sales pursuant to any such prospectus. Notwithstanding anything herein to the contrary, the Company shall execute not suspend use of the registration statement by the Holders unless in the good faith determination of the Company such documents suspension is required by the federal securities laws, including, without limitation, the rules and regulations promulgated thereunder; provided, however, that (i) except as otherwise provided by clause (ii) below, if such suspension is required by the need for an amendment or supplement to the registration statement or the prospectus forming a part thereof, the Company shall promptly file such required amendments or supplements as shall be necessary for the disposition of the Registrable Securities to recommence and (ii) if the Board of Directors has determined in good faith that offers and sales pursuant to the prospectus forming part of the registration statement should not be made by reason of the presence of material undisclosed circumstances or developments with respect to which the disclosure that would be required in the registration statement would be premature or would have a Material Adverse Effect, the Company may suspend the use of the prospectus and defer the filing of any required amendment or supplement for the minimum period of time necessary to avoid such Material Adverse Effect; provided, further, that in the case of clause (ii) above, the Company shall not be entitled to exercise its right to block such sales or suspend use of such prospectus more than one time (not to exceed thirty (30) days) in any twelve-month period. (3) Each Holder agrees that any sale by such Holder of Registrable Securities pursuant to a registration statement covering Registrable Securities shall be sold in a manner described in the plan of distribution set forth therein and (A) if such sale is made through a broker, the Holder shall instruct such broker to deliver the prospectus to the purchaser or purchasers (or the broker or brokers therefore) in connection with such registration as sale, shall supply copies of the Company may reasonably request prospectus to such broker or brokers and shall instruct such broker or brokers to deliver such prospectus to the purchaser in connection therewith. Upon such sale or such purchaser’s broker, (B) if such sale is made in a transaction directly with a purchaser and not through the execution facilities of this Agreementany securities exchange or market, each the Holder shall completedeliver, execute and deliver or cause to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statementbe delivered, the Company shall notify each Holder of any additional information the Company requires from prospectus to such Holder purchaser; and (C) if such Holder elects to have sale is made by any of means other than those described in the Registrable Securities included in such registration statement. A immediately preceding clauses (A) and (B), the Holder shall provide such information otherwise use its best efforts to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement. (b) Each Holder, 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 the Mandatory Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory Registration Statement. (c) Each Holder covenants and agrees that it shall comply with the prospectus delivery requirements of the Securities 1933 Act as applicable to such sale. (4) Each Holder agrees that it will promptly notify the Company of any material changes in the information set forth in the registration statement regarding such Holder or its plan of distribution; each Holder agrees (a) to notify the Company in writing in the event that such Holder enters into any material agreement with a broker or a dealer for the sale of the Registrable Securities through a block trade, special offering, exchange distribution or a purchase by a broker or dealer and (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. (5) Each Holder shall not take any action with respect to any distribution deemed to be made pursuant to the registration statement covering such Holder’s Registrable Securities, which would constitute a violation of Regulation M under the 1934 Act or any other applicable rule, regulation or law. (6) At the end of the period during which the Company is obligated to keep a registration statement current and effective as described in this Agreement, the Holders of Registrable Securities included in such registration statement shall discontinue sales of Registrable Securities pursuant to such registration statement upon receipt of notice from the Mandatory Registration Statement (including any related prospectus) Company of its intention to remove from registration the shares covered by such registration statement which remain unsold, and any amendment or supplement theretosuch Holders shall notify the Company of the number of shares registered which remain unsold immediately upon receipt of such notice from the Company.

Obligations of the Holders. (a) Each At least five calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify the Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder'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 Holder that such Holder 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 reasonably 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statementrequest. Each holder Holder covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statementRegistration Statement, it shall comply with the “"Plan of Distribution” " section of the then current prospectus relating to such registration statementRegistration Statement. (b) Each The Holder, by its such Holder'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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder's election to exclude all of its such Holder's Registrable Securities from the Mandatory such Registration Statement. (c) Each The Holder covenants and agrees that it shall comply with that, upon receipt of written notice from the prospectus delivery requirements Company of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the Mandatory Registration Statement (including any related prospectuscopies of the supplemented or amended prospectus contemplated by Section 3(f) and any amendment or supplement theretothe first sentence of 3(e).

Obligations of the Holders. (a) Each Holder shall The REIT may require the Holders to furnish in writing to the Company REIT such information regarding itself, such Holder and the proposed method or methods of distribution of Registrable Securities held by it and such Holder as the intended method of disposition of the Registrable Securities held by it REIT may from time to time reasonably request in writing or as shall may be reasonably required to effect the registration of such the Registrable Securities Securities, and shall execute such documents in connection with such registration no Holder may be entitled to be named as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire stockholder in form reasonably satisfactory to any Resale Registration Statement or use the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder Prospectus forming a part thereof if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall does not provide such information to the Company at least two (2) Business Days prior REIT; provided, however, that if the REIT elects to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of file a registration statement that includes all Registrable Securities by it pursuant outstanding in accordance with 2(a), the REIT shall be permitted to a include in such registration statement, it shall comply with statement such information regarding the “Plan of Distribution” section Holders as the REIT has in its possession at the time of the then current prospectus relating to filing of such registration statement. Each Holder further agrees to furnish promptly to the REIT in writing all information required from time to time to make the information previously furnished by such Holder not misleading. (b) Each HolderHolder agrees to, by its acceptance upon receipt of any notice from the REIT of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing happening of any event of the Mandatory Registration Statement hereunderkind described in Section 5(f)(ii), unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory Registration Statement. (c5(f)(iii) Each Holder covenants and agrees that it shall comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales or 5(f)(iv) hereof, immediately discontinue disposition of Registrable Securities pursuant to the Mandatory a Resale Registration Statement until (including i) any related prospectussuch stop order is vacated, or (ii) and any amendment if an event described in Section 5(f)(iii) or supplement theretoSection 5(f)(iv) occurs, such Holder’s receipt of the copies of the supplemented or amended Prospectus. If so directed by the REIT, such Holder shall deliver to the REIT (at the reasonable expense of the REIT) all copies, other than permanent file copies then in such Holder’s possession, in its possession of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

Obligations of the Holders. (a) Each Holder 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 in connection therewith. Upon , upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days business days prior to the first anticipated filing date of any registration statementRegistration Statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statementthe Registration Statement. A Holder shall provide such information to the Company at least two (2) Business Days business days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with Statement if such Holder elects to have any sale of the Registrable Securities by it pursuant to a registration statement, it shall comply with included in the “Plan of Distribution” section of the then current prospectus relating to such registration statementRegistration Statement. (b) Each Holder, 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 the Mandatory a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and agrees that it shall comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Mandatory any Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. (a) Each Notwithstanding any other provision of the Agreement, no Holder shall furnish of Registrable Securities may include any of its Registrable Securities in writing the Registration Statement pursuant to this Agreement unless the Holder furnishes to the Company a completed and signed selling stockholder questionnaire in customary form that contains such information regarding itselfsuch Holder, the Registrable Securities securities of the Company held by it such Holder and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required requested by the Company to effect the registration of such the Registrable Securities and shall execute such documents in connection with such registration as Securities, which questionnaire the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver will provide to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At Holder at least five ten (510) Business Days days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with Holder who intends to include any sale of its Registrable Securities in the Registration Statement shall promptly furnish the Company in writing such other information as the Company may reasonably request in writing. Each Holder acknowledges and agrees that the information in the selling stockholder questionnaire or request for further information as described in this Section 2.4(a) will be used by it the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement to the extent, and only to the extent, that such inclusion is required under Reg S-K and the requirements of the applicable Registration Statement (subject to the Holder’s right to review such disclosure pursuant to a registration statement, it the terms of this Agreement). The Company shall comply with not be obligated to file more than one post-effective amendment or supplement in any sixty (60) day period following the “Plan date such Registration Statement is declared effective for the purposes of Distribution” section naming Holders as selling stockholders who are not named in such Registration Statement at the time of the then current prospectus relating to such registration statementeffectiveness. (b) Each Holder, by its acceptance of the Registrable Securities, Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory a Registration Statement hereunder, unless such Holder Xxxxxx has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. The Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Common Stock beneficially owned by such Holder and any Affiliate thereof, (ii) any FINRA affiliations, (iii) any natural persons who have the power to vote or dispose of the Common Stock, and (iv) any other information as may be requested by the SEC, FINRA or any state securities commission. Each Holder agrees by its acquisition of such Registrable Securities that, it will not commence a disposition of Registrable Securities under the Registration Statement until such Holder has received (i) written confirmation from the Company of the availability of the Registration Statement, or (ii) copies of the supplemented Prospectus and/or amended Registration Statement as described, and, in each case, has also received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement (it being understood that the filing of such documents on the SEC’s Xxxxx system shall constitute receipt of such documents). (c) Each Holder covenants and agrees that it shall comply with that, upon receipt of written notice from the prospectus delivery requirements Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of any event of the Securities Act as applicable to it kind described in connection with sales Section 2.3(d) or Section 2.3(e) hereof, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Mandatory Registration Statement covering such Registrable Securities, until such Holder is advised by the Company that such dispositions may again be made and/or the use of the applicable Prospectus (including any related prospectusas it may have been supplemented or amended) and any amendment may be resumed and, if so directed by the Company, each Holder will deliver to the Company or supplement theretodestroy (at the Company’s expense) all copies, other than permanent file copies then in its possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

Obligations of the Holders. (a) Each Holder It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement that the selling Holders shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it such Holder and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration 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 shall execute such documents in connection with such registration as the Company may reasonably request in connection therewithexclude from such registration the Registrable Securities of any such Holder who unreasonably fails to furnish such information promptly after receiving such request. Upon the execution of this AgreementAdditionally, each Holder shall complete, execute and deliver promptly notify the Company of any changes in the information furnished to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementhereto. (b) Each Holder, by its acceptance of the Registrable Securities, Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its election that such Holder elects to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales sale of Registrable Securities pursuant to any Registration Statement. (d) Each Holder who is a member or affiliated or associated with members of FINRA will agree, if requested by FINRA, to sign a lock-up, the Mandatory form of which shall be satisfactory to FINRA, with respect to any Registrable Securities. (e) Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or 3(k), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement (including until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 3(h), or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any related prospectus) and any amendment additional or supplement theretosupplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.

Obligations of the Holders. (ai) Each It shall be a condition precedent to the obligation of the Company to effect any Registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder shall that such Holder furnish in writing to the Company such information regarding itself, the Registrable Securities held by it such Holder and the intended method of disposition of the Registrable Securities held distribution proposed 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 Holder as the Company may reasonably request in writing and as shall be reasonably required in connection therewith. Upon with any such Registration. (ii) In the execution of this Agreementevent that, each Holder shall complete, execute and deliver either immediately prior to or subsequent to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date effectiveness of any registration statement, any Holder shall distribute Registrable Securities to its partners or members, such Holder shall so advise the Company and provide such information as shall be necessary to permit an amendment to such registration statement to provide information with respect to such partners or members, as selling security holders. Promptly following receipt of such information, the Company shall notify each Holder of any additional file an appropriate amendment to such registration statement reflecting the information so provided. Any incremental expense to the Company requires resulting from such amendment shall be borne by such Holder. (iii) Each Holder if by such Holder elects to have any Holder’s acceptance of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement. (b) Each Holder, 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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder’s election to exclude all of its such Holder’s Registrable Securities from the Mandatory Registration Statementsuch Registration. (civ) Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable happening of any event of the kind described in Section 2(e)(iv) or the commencement of any Suspension Period pursuant to it in connection with sales Section 2(e)(i), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until such Holder’s receipt of the Mandatory Registration Statement copies of the supplemented or amended prospectus contemplated by Section 2(e)(iv) or the termination of the Suspension Period, and, if so directed by the Company, such Holder shall deliver to the Company (including at the expense of the Company), or destroy all copies in such Holder’s possession of, any related prospectus) and any amendment or supplement theretoprospectus covering such Registrable Securities current at the time of receipt of such notice.

Obligations of the Holders. (a) Each From time to time, the Company may require each Holder shall to furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition distribution of the Registrable Securities held by it 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementSecurities. (b) Each Holder, by its such Holder’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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory Registration Statement. (c) any Registration Statement(s) covering such Registrable Securities until such Holder’s receipt of the End of Suspension Notice. (d) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory Registration Statement Statement. (including e) Each Holder agrees that, upon receipt of any related prospectusnotice from the Company of any event as a result of which the prospectus or any document incorporated therein by reference contains an untrue statement of material fact or omits to state any material fact necessary to make the statements therein not misleading, such Holder will discontinue the distribution of Registrable Securities pursuant to any such prospectus until such Holder receives copies of a supplemented or amended prospectus from the Company. In addition, if the Company requests, the Holder will deliver to the Company (at the Company’s expense) and all copies, other than permanent file copies then in its possession, of the prospectus covering the Registrable Securities current at the time of receipt of the notice. Each Holder agrees not to use any amendment or supplement theretofree writing prospectus unless consented to by the Company.

Obligations of the Holders. (aA) Each At least five calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify the Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder'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 Holder that such Holder 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 reasonably 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statementrequest. Each holder Holder covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statementRegistration Statement, it shall comply with the “"Plan of Distribution” " section of the then current prospectus relating to such registration statementRegistration Statement. (bB) Each The Holder, by its such Holder'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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder's election to exclude all of its such Holder's Registrable Securities from the Mandatory such Registration Statement. (cC) Each The Holder covenants and agrees that it shall comply with that, upon receipt of written notice from the prospectus delivery requirements Company of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the Mandatory Registration Statement (including any related prospectuscopies of the supplemented or amended prospectus contemplated by Section 3(f) and any amendment or supplement theretothe first sentence of 3(e).

Obligations of the Holders. In connection with the registration of the Registrable Securities pursuant to either Sections 14(a) or (a) Each b), the Selling Holders shall have the following obligations: i. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to each Selling Holder that such Selling Holder 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 the Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyrequest. At least five fifteen (515) Business Days days prior to the first anticipated filing date of any registration statementthe Registration Statement, the Company shall notify each Selling Holder of any additional the information the Company requires from each such Selling Holder (the "Requested Information") in the case of a Registration Statement being prepared pursuant to Section 14(b) or if such Selling Holder elects to have any of the such Selling Holder's Registrable Securities included in such registration statement. A Holder shall provide such information the Registration Statement in the case of a Registration Statement being prepared pursuant to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration StatementSection 14(a). ii. Each holder agrees that, in connection with any sale of Registrable Securities Selling Holder by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement. (b) Each Holder, by its Xxxxxxx Xxxxxx'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 the Mandatory Registration Statement hereunder, unless such Holder Xxxxxxx Xxxxxx has notified the Company in writing of its such Selling Holder's election to exclude all of its such Selling Holder's Registrable Securities from the Mandatory Registration Statement.; and iii. No Selling Holder may participate in any underwritten registration hereunder unless such Xxxxxxx Xxxxxx (ci) Each Holder covenants and agrees that it shall comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of sell such Selling Holder's Registrable Securities pursuant on the basis provided in any underwriting arrangements, (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 the Mandatory Registration Statement (including any related prospectus) pay its pro rata share of all underwriting discounts and commissions and other fees and expenses of investment bankers and any amendment manager or supplement theretomanagers of such underwriting, except as provided in Section 14(d) below.

Obligations of the Holders. (a) Each a. Notwithstanding any other provision of the Agreement, no Holder shall furnish may include any of its Registrable Securities in writing the Registration Statement pursuant to this Agreement unless such Holder furnishes to the Company a completed questionnaire substantially in the form of Exhibit B (the “Questionnaire”) for use in connection with the Registration Statement at least five (5) Business Days prior to the anticipated filing date of the Registration Statement if such information regarding itself, the Registrable Securities held by it and the intended method of disposition Holder elects to have any of the Registrable Securities held by it included in such Registration Statement. In addition to the Questionnaire, each Holder shall furnish such other information as shall be reasonably required to effect the registration of such Registrable Securities Securities, and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequest. (b) b. Each Holder, 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 the Mandatory a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. c. Each Holder agrees that, upon receipt of any notice from the Company of the commencement of an Allowed Delay pursuant to Section 2(c)(ii), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities, until the Holder is advised by the Company that such dispositions may again be made, provided that, no Holder shall be required to discontinue disposition of Registrable Securities under a Registration Statement by virtue of the delivery by the Company of a notice of the occurrence of any event of the kind described in Section 2(c)(ii) for a period of more than thirty (c30) consecutive days or, and for a total of more than sixty (60) total days, in each case, in any twelve (12) month period. d. Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory any Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. (a) Each Holder 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 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyrequest. At least five ten (510) Business Days days prior to the first anticipated filing date of any registration statementRegistration Statement, the Company shall notify each Holder of any additional the information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities held by such Holder included in such registration statementthe Registration Statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with Statement if such Holder elects to have any sale of the Registrable Securities by it pursuant to a registration statement, it shall comply with included in the “Plan of Distribution” section of the then current prospectus relating to such registration statementRegistration Statement. (b) Each Holder, 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 the Mandatory a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of either (i) the Securities Act as applicable commencement of an Allowed Delay pursuant to it in connection with sales Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Mandatory Registration Statement (including covering such Registrable Securities, until the Holder’s receipt of the supplemented or amended prospectus filed with the SEC and until any related prospectuspost-effective amendment is declared effective and, if so directed by the Company, the Holder shall deliver to the Company (at the expense of the Company) or destroy (and any amendment or supplement theretodeliver to the Company a certificate of destruction) all copies in the Holder’s possession of the Prospectus covering the Registrable Securities current at the time of receipt of such notice.

Obligations of the Holders. a. At least fifteen (a15) Each calendar days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder'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 Holder that such Holder 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 in connection therewith. Upon the execution of this Agreement, each request. b. Each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from by such Holder if such Holder elects to have any Holder's acceptance of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement. (b) Each Holder, 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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder's election to exclude all of its such Holder's Registrable Securities from the Mandatory such Registration Statement. (c) c. Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Section 3(e) or the first sentence of Section 3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the Mandatory Registration Statement (including copies of the supplemented or amended prospectus contemplated by Section 3(e) or the first sentence of Section 3(f). d. Each Holder agrees not to take any related prospectus) and any amendment or supplement theretoaction to cause such Holder to become a registered broker-dealer, as defined under the Exchange Act.

Obligations of the Holders. (a) Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”) on a date that is not less than ten (10) days prior to the Filing Deadline or by the end of the fourth (4th) Trading Day following the date on which such Holder receives draft materials in accordance with Section 3(a). Each Holder shall furnish in writing to the Company such additional information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, and shall execute such documents in connection with such registration, 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statementSecurities. A Holder 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 Holder elects to have any of the Registrable Securities included in the Registration Statement. Each holder agrees that, in connection with any sale of The Company shall not be required to include the Registrable Securities by it pursuant of a Holder in a Registration Statement, and no Event shall be deemed to occur and or continue solely as a registration statement, it shall comply with the “Plan of Distribution” section result of the then current prospectus relating failure to include the Registrable Securities of such registration statementHolder in the Registration Statement, if such Holder fails to furnish to the Company a fully completed Selling Stockholder Questionnaire at least two (2) Business Days prior to the Filing Deadline. (b) Each Holder, by its acceptance of the Registrable Securities, Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory a Registration Statement hereunder, unless such Holder Xxxxxx has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration Statement. (d) Each Holder agrees that, upon receipt of any notice from the Mandatory Company of either (i) the commencement of an Allowed Delay or (ii) the happening of an event pursuant to Section 3(d)(iii) – (vi) hereof, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until it is advised in writing (including any related prospectusthe “Advice”) and any amendment by the Company that the use of the applicable Prospectus (as it may have been supplemented or supplement theretoamended) may be resumed. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

Obligations of the Holders. (a) Each It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish in writing 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 such securities as shall be reasonably required to effect the registration of such Holder’s Registrable Securities Securities. (b) The Stockholder hereby represents and shall execute such documents in connection agrees with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five as follows: (5i) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any All sales of the Registrable Securities included in such the registration statement. A Holder will be made in a manner contemplated by the SEC’s General Instructions for use of the applicable registration statement form; (ii) The Stockholder shall provide such information pay all sales commissions, underwriting discounts, and fees and expenses of its legal counsel pertaining to the public offering of the Registrable Securities included in the registration; and (iii) If during the effectiveness of the Registration Statement for the registration, the Company notifies the Stockholder of the occurrence of any intervening event that, in the opinion of the Company’s legal counsel, causes the prospectus included in the Registration Statement not to comply with the Securities Act, the Stockholder promptly after receipt of the Company’s notice, shall cease making any offers, sales, or other dispositions of the Registrable Securities included in the registration until the Stockholder receives from the Company copies of a new, amended, or supplemented prospectus complying with the Securities Act, and if so directed by the Company, deliver to the Company all copies of the most recent prospectus covering such Registrable Securities at least two (2) Business Days prior to the first anticipated filing date time of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement. (b) Each Holder, 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 the Mandatory Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory Registration Statementnotice. (c) Each Holder covenants and agrees that it It shall comply with be a condition precedent to the prospectus delivery requirements obligations of the Securities Act as applicable Company to it in connection take any action pursuant to this Section 1 with sales of respect to the Registrable Securities pursuant of any selling Holder other than the Stockholder that such Holder must deliver to the Mandatory Registration Statement (including any related prospectusCompany a written agreement to be bound by the provisions set forth in paragraph 2.5(b) and any amendment or supplement theretoabove with respect to such Holder.

Obligations of the Holders. (a) Each At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder (in the case of a demand registration, if such Holder elects to have any of such Holder’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 Holder that such Holder 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequest. (b) Each Holder, by its such Holder’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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder’s election to exclude all of its such Holder’s Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable to it happening of any event of the kind described in connection with sales the first sentence of Section 4(d) and during any Grace Period, such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder’s receipt of the Mandatory Registration Statement (including any related prospectuscopies of the supplemented or amended prospectus contemplated by the first sentence of Section 4(d) and any or receipt of notice that no supplement or amendment or supplement theretois required.

Obligations of the Holders. (a) Each Holder 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) fifteen Business Days prior to the first anticipated filing date of any registration statementeach Registration Statement (or such shorter period to which the parties agree), the Company shall notify each Holder of any additional the Holders of the information the Company requires from such Holder with respect to such Registration Statement, if any, other than the information contained in the Selling Stockholder Questionnaire. Each Holder agrees to furnish to the Company a completed Selling Stockholder Questionnaire not more than thirty Business Days following the date of this Agreement. Each Holder further agrees that it shall not be entitled to be named as a selling securityholder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder elects has returned to have the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence. If a Holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts to take such actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities included identified in such registration statementlate Selling Stockholder Questionnaire or request for further information. A Each Holder shall provide acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 3(a) will be used by the Company in the preparation of the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, and hereby expressly consents to the inclusion of such information to in the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, any Prospectus, or any form of prospectus, or in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementamendment or supplement thereto or in any preliminary prospectus. (b) Each Holder, by its acceptance of the Registrable Securities, agrees to Holders shall cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory each Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder’s election to exclude all of its such Holders’ Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder of the Holders covenants and agrees that it shall will 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. (d) Each of the Mandatory Registration Statement (including Holders covenants and agrees that nothing in this Agreement shall affect the provisions of the Lock-Up Agreements, and nothing set forth in this Agreement shall be construed to permit a Holder to sell, transfer, or dispose of any related prospectus) and any amendment Registrable Securities is such sale, transfer, or supplement theretodisposition would be in violation of such Holder’s Lock-Up Agreement.

Obligations of the Holders. (a) Each Holder shall furnish in writing to the Company such information regarding itselfsuch Holder, the Registrable Securities held by it such Holder and the intended method of disposition of the Registrable Securities held by it such Holder as shall be reasonably required to effect the registration of such Registrable Securities and shall execute execute, or shall cause to be executed, such customary documents in connection with such registration as the Company may reasonably request in request. In connection therewith. Upon , upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in the form reasonably satisfactory to the Company. attached hereto as Exhibit B. At least five (5) Business Days prior to the first anticipated filing date of any registration statementthe Registration Statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if Holder, and such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two three (23) Business Days prior to the first anticipated filing date of such the Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement. (b) Each Holder, by its acceptance of the Registrable Securities, Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory Registration Statement. (c) Upon receipt of written notice from the Company of any event of the kind described in Section 3.2(e) or Section 3.2(f) or written notice of any Grace Period, each Holder shall forthwith discontinue disposition of Registrable Securities until such Holder has received copies of a supplemented or amended prospectus or until such Holder is advised in writing by the Company that the use of the prospectus may be resumed or that the Grace Period has ended. If so directed by the Company, such Holder shall use its commercially reasonable efforts to return to the Company (at the Company’s expense) all copies of the prospectus covering such Registrable Securities current at the time of receipt of such notice other than permanent file copies then in such Holder’s possession. (d) No Holder shall use any free writing prospectus (as defined in Rule 405) in connection with the sale of Registrable Securities without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. (e) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory any Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. In connection with the registration of the Shares, the Holders shall have the following obligations: (ai) Each it shall be a condition precedent to the obligations of the Company to complete the registration pursuant hereto with respect to any Holder’s Shares that the Holder shall furnish in writing to the Company such information regarding itselfHolder, the Registrable Securities Shares held by it Holder and the intended method of disposition of the Registrable Securities Shares held by it Holder as shall be reasonably required to effect the registration of such Registrable Securities Shares and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyrequest. At least five ten (510) Business Days days prior to the first anticipated filing date of any registration statementthe Registration Statement, the Company shall notify each Holder the Holders of any additional the information the Company requires from such each Holder (the “Requested Information”) if such Holder elects to have any of such Holder’s Shares are eligible for inclusion in the Registrable Securities included in such registration statementRegistration Statement. A Holder shall provide such information to the Company If at least two (2) Business Days prior to the first anticipated filing date the Company has not received the Requested Information from any such Holder (at such time Holder becoming a “Non-Responsive Holder”), then the Company may file the Registration Statement without including the Non-Responsive Holder’s Shares but shall not be relieved of such its obligation to file a Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply Statement with the “Plan of Distribution” section of the then current prospectus SEC relating to such registration statement.the Shares of Non-Responsive Holder promptly after Non-Responsive Holder provides the Requested Information; (bii) Each Holderby purchasing or accepting an assignment of Units, by its acceptance of the Registrable SecuritiesWarrants or Shares, each Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory Registration Statement hereunderfor the Registrable Securities, unless such Holder has notified the Company in writing of its such Holder’s election to exclude all of its Holder’s Shares from the Registration Statement; (iii) in the event Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being registered determine to engage the services of an underwriter, each Holder agrees to enter into and perform such Holder’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 Shares, unless such Holder has notified the Company in writing of the Holder’s election to exclude all of Holder’s Shares from the Mandatory Registration Statement.; (civ) Each each Holder covenants agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 1(c)(v), Holder will immediately discontinue disposition of Shares pursuant to the Registration Statement covering such Shares until Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 1(c)(v) and, if so directed by the Company, Holder 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 Holder’s possession of the prospectus covering such Shares current at the time of receipt of such notice; (v) Holders may not participate in any underwritten registration hereunder unless the Holder (A) agrees that it shall to sell Holder’s Shares on the basis provided in any underwriting arrangements approved by the Holders entitled hereunder to approve such arrangements, (B) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and (C) 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 to the underwriters applicable with respect to its Shares, in each case to the extent not payable by the Company pursuant to the terms of this Agreement; and (vi) each Holder agrees to take all reasonable actions necessary to comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with its sales of Registrable Securities pursuant to the Mandatory Registration Statement (including any related prospectus) and any amendment or supplement theretoShares.

Obligations of the Holders. (a) Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to the Purchase Agreement as Appendix A (a “Selling Stockholder Questionnaire”) on a date that is not less than ten (10) days prior to the Filing Deadline or by the end of the fourth (4th) Trading Day following the date on which such Holder receives draft materials in accordance with Section 2(a). Each Holder shall furnish in writing to the Company such additional information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, and shall execute such documents in connection with such registration, 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statementSecurities. A Holder 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 Holder elects to have any of the Registrable Securities included in the Registration Statement. Each holder agrees that, in connection with any sale of The Company shall not be required to include the Registrable Securities by it pursuant of a Holder in a Registration Statement, and no Event shall be deemed to occur and or continue solely as a registration statement, it shall comply with the “Plan of Distribution” section result of the then current prospectus relating failure to include the Registrable Securities of such registration statementHolder in the Registration Statement, if such Holder fails to furnish to the Company a fully completed Selling Stockholder Questionnaire at least two (2) Business Days prior to the Filing Deadline. (b) Each Holder, by its acceptance of the Registrable Securities, Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory a Registration Statement hereunder, unless such Holder Hxxxxx has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration Statement. (d) Each Holder agrees that, upon receipt of any notice from the Mandatory Company of either: (i) the commencement of an Allowed Delay, or (ii) the happening of an event pursuant to Section 4(d)(iii) – (vi) hereof, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until it is advised in writing (including any related prospectusthe “Advice”) and any amendment by the Company that the use of the applicable Prospectus (as it may have been supplemented or supplement theretoamended) may be resumed. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

Obligations of the Holders. a. At least two (a2) Each Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company reasonably requires from each such Holder if such Holder elects to have any of such Holder'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 Holder that such Holder 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 in connection therewithrequest. Upon the execution of this Agreement, each Each Holder shall complete, execute and deliver use its best efforts to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory respond to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional 's written request for information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least within two (2) Business Days prior to the first anticipated filing date of such Registration StatementHolder's receipt of such request. Each holder agrees that, If any delay in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section filing of the Registration Statement results solely from an Holder's failure to respond within such period, then current prospectus relating solely with respect to such registration statementHolder such delay shall not constitute a default under or breach of this Agreement by the Company and no penalties shall accrue under this Agreement or the Exchange Agreement for the number of days caused by such delay. (b) b. Each Holder by such Holder, by its '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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder's election to exclude all of its such Holder's Registrable Securities from the Mandatory such Registration Statement. (c) c. Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Section 3(g), Section 3(t) or the first sentence of Section 3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the Mandatory Registration Statement (including copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment is required or that a Grace Period has ended. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Holder in accordance with the terms of the Exchange Agreement in connection with any related prospectussale of Registrable Securities with respect to which an Holder has entered into a contract for sale prior to the Holder's receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g), Section 3(t) or the first sentence of Section 3(f) and any amendment or supplement theretofor which the Holder has not yet settled.

Obligations of the Holders. (a) Each Holder shall agrees to 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire completed Questionnaire in the form reasonably satisfactory attached to the Company. At least five this Agreement as Exhibit B (5a “Selling Shareholder Questionnaire”) Business Days not prior to 120 days after the first anticipated filing date of any registration statement, Closing Date and not more than 150 days after the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statementClosing Date. A Holder shall provide who fails to furnish a Selling Stockholder Questionnaire within 150 days after the Closing Date may have its Registrable Securities excluded from the Registration Statement, provided that the Company has provided such information Holder with notice at least 20 days prior (but no more than 60 days prior) to the Company at least two (2) Business Days prior to the first anticipated filing date expiration of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement150 day period. (b) Each Holder, 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 the Mandatory a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) In the event the Company, at the request of the Holders, determines to engage the services of an underwriter, each such Holder agrees to enter into and perform its 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 dispositions of the Registrable Securities. (d) Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable to it in connection with sales happening of any event rendering a Registration Statement no longer effective, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Mandatory Registration Statement covering such Registrable Securities, until the Holder’s receipt of copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Holder 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 Holder’s possession of the Prospectus covering the Registrable Securities current at the time of receipt of such notice. (e) No Holder may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the 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. Notwithstanding the foregoing, no Holder shall be required to make any representations to such underwriter, other than those with respect to itself and the Registrable Securities owned by it, including any related prospectus) its right to sell the Registrable Securities, and any amendment or supplement theretoindemnification in favor of the underwriter by the Holders shall be several and not joint and limited in the case of any Holder, to the net proceeds received by such Holder from the sale of its Registrable Securities. The scope of any such indemnification in favor of an underwriter shall be limited to the same extent as the indemnity provided in Section 7(b) hereof.

Obligations of the Holders. (a) Each Holder shall furnish in writing to the Company Corporation 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 Corporation may reasonably request in connection therewith. Upon , upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company Corporation a selling securityholder notice and questionnaire in form reasonably satisfactory to the CompanyCorporation. At least five (5) Business Days business days prior to the first anticipated filing date of any registration statement, the Company Corporation shall notify each Holder of any additional information the Company Corporation requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company Corporation at least two (2) Business Days business days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with Statement if such Holder elects to have any sale of the Registrable Securities by it pursuant to a registration statement, it shall comply with included in the “Plan of Distribution” section of the then current prospectus relating to such registration statementRegistration Statement. (b) Each Holder, by its acceptance of the Registrable Securities, Securities agrees to cooperate with the Company Corporation as reasonably requested by the Company Corporation in connection with the preparation and filing of the Mandatory a Registration Statement hereunder, unless such Holder has notified the Company Corporation in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and agrees that it shall comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Mandatory any Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. (a) Each It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the registration of Registrable Securities of a particular Holder that such Holder shall furnish in writing 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 such securities as shall be reasonably required in order to effect comply with any applicable law or regulation in connection with the registration of such Holder’s Registrable Securities or any qualification or compliance with respect to such Holder’s Registrable Securities and shall execute such documents referred to in connection with such registration as this Agreement. (b) The Holders hereby acknowledge that there may be times when the Company may reasonably request in connection therewith. Upon must suspend the execution use of this Agreement, each Holder shall complete, execute and deliver to a registration statement filed with the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it SEC pursuant to a registration statement, it shall comply with this Agreement or the “Plan of Distribution” section of the then current prospectus relating to such registration statement. statement until such time as an amendment to such registration statement has been filed by the Company with, and declared effective by, the SEC or until the Company has amended or supplemented such prospectus. The Holders hereby covenant that they will not sell any securities pursuant to any such registration statement or prospectus during the period commencing at the time the Company gives the Holders notice of the suspension of the use of any such registration statement or prospectus and ending at the time the Company gives the Holders notice that the Holders may thereafter effect sales pursuant to any such prospectus. Notwithstanding anything herein to the contrary, the Company shall not suspend use of a registration statement or related prospectus by the Holders unless in the good faith determination of the Company such suspension is required by federal or applicable state securities laws, including, without limitation, the rules and regulations promulgated thereunder; provided, however, that (bi) Each Holderexcept as otherwise provided by clause (ii) below, if such suspension is required by its acceptance the need for an amendment or supplement to the registration statement or the related prospectus, the Company shall promptly file with the SEC such required amendments or supplements as shall be necessary for the disposition of the Registrable Securities, agrees Securities to cooperate with recommence and (ii) if the Company as reasonably requested has determined in good faith that offers and sales pursuant to a registration statement and the related prospectus should not be made by reason of the presence of material undisclosed circumstances or developments with respect to which the disclosure that would be required in the registration statement would be premature or would have a Material Adverse Effect, the Company in connection with may suspend the preparation use of such registration statement and prospectus and defer the filing of any required amendment or supplement for the Mandatory Registration Statement hereunder, unless such Holder has notified period of time the Company in writing of its election determines is necessary or appropriate to exclude all of its Registrable Securities from the Mandatory Registration Statementavoid such Material Adverse Effect. (c) Each Holder covenants and agrees that it any sale by such Holder of Registrable Securities pursuant to a registration statement covering such Registrable Securities shall be made in a manner described in the plan of distribution set forth therein and (A) if such sale is made through a broker, the Holder shall instruct such broker to deliver the prospectus to the purchaser or purchasers (or the broker or brokers therefor) in connection with such sale, shall supply copies of the prospectus to 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, the Holder shall deliver, or cause to be delivered, the prospectus to such purchaser; and (C) if such sale is made by any means other than those described in the immediately preceding clauses (A) and (B), the Holder shall otherwise use its commercially reasonable best efforts to comply with the prospectus delivery requirements of the Securities 1933 Act as applicable to such sale. A Holder may comply with the requirements of this Section 2.5(c) by reliance on Rule 153 under the 1933 Act, to the extent such rule is applicable. (d) Each Holder whose Registrable Securities are included in a registration agrees that it will promptly notify the Company of any material changes in the information set forth in such registration statement regarding such Holder or its plan of distribution; each Holder agrees (a) to notify the Company in writing in the event that such Holder enters into any material agreement with a broker or a dealer for the sale of the Registrable Securities through a block trade, special offering, exchange distribution or a purchase by a broker or dealer and (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. (e) Each Holder shall not take any action with respect to any distribution deemed to be made pursuant to the registration statement covering such Holder’s Registrable Securities, which would constitute a violation of Regulation M under the 1934 Act or any other applicable rule, regulation or law. (f) At the end of the period during which the Company is obligated to keep a registration statement current and effective as described in this Agreement, the Holders of Registrable Securities included in such registration statement shall discontinue sales of Registrable Securities pursuant to such registration statement upon receipt of notice from the Mandatory Registration Statement (including any related prospectus) Company of its intention to remove from registration the Registrable Securities covered by such registration statement which remain unsold, and any amendment or supplement theretosuch Holders shall notify the Company of the number of Registrable Securities included in such registration that remain unsold immediately upon receipt of such notice from the Company.

Obligations of the Holders. (a) Each Holder 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 Holders in writing of the information the Company requires from the Holders 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 Holders that the Holders 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 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequest. (b) Each HolderThe Holders, by its their acceptance of the Registrable Securities, agrees agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory each Registration Statement hereunder, unless such Holder has the Holders have notified the Company in writing of its the Holders’ election to exclude all of its the Holders’ Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants The Holders agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(o) or the first sentence of Section 3(f), the Holders shall immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Holders’ receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(o) 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 to a transferee of the Holders in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Holders have entered into a contract for sale prior to the Holders’ receipt of a notice from the Company of the happening of any event of the kind described in Section 3(o) or the first sentence of Section 3(f) and agrees for which the Holders have not yet settled. (d) The Holders covenant and agree that it they shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it them in connection with sales of Registrable Securities pursuant to the Mandatory a Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. (a) Each At least five Business Days prior to the first anticipated filing date of a Registration Statement (but subject to Section 2(c) hereof), the Company shall notify each Holder in writing (which may be by email) of the information the Company requires from each such Holder if such Holder elects to have any of such Holder’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 Holder that such Holder 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequest. (b) Each Holder, by its such Xxxxxx’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 the Mandatory any Registration Statement hereunder, unless such Holder Xxxxxx has notified the Company in writing (which may be by email) of its such Xxxxxx’s election to exclude all of its such Xxxxxx’s Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of Section 3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Xxxxxx’s receipt of copies of the supplemented or amended prospectus as contemplated by Section 3(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, the Company shall cause its transfer agent to deliver unlegended Class A ordinary shares to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to the Holder’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of Section 3(f) and for which such Holder has not yet settled. (d) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. (a) Each In connection with the registration of the Registrable Securities, the Holders shall have the following obligations: a. It shall be a condition precedent to the obligations of the Company to effect the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the CompanySecurities. At least five (5) Business Days trading days prior to the first anticipated filing date of any registration statementthe Registration Statement, the Company shall notify each Holder of any additional the information the Company requires from each such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementHolder. (b) b. Each Holder, by its acceptance of the Registrable Securities, Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder's election to exclude all of its such Holder's Registrable Securities from the Mandatory such Registration Statement. (c) c. Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Sections 3(e) or 3(f) or 3(o) (a “Suspension Notice”), such Holder will discontinue disposition of Registrable Securities pursuant to the Mandatory Registration Statement covering such Registrable Securities until such Holder's receipt of notice from the Company that it may resume disposition of Registrable Securities pursuant to the Registration Statement and, if applicable, the copies of the supplemented or amended prospectus contemplated by Sections 3(e) or 3(f) or 3(o) and, if so directed by the Company, such Holder shall deliver to the Company (including at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. Notwithstanding anything to the contrary, subject to compliance with applicable laws, the Company shall cause the transfer agent for the Registrable Securities to deliver unlegended shares of Common Stock to a transferee of a Holder in connection with any related prospectussale of Registrable Securities pursuant to the Registration Statement with respect to which such Holder has entered into a contact for sale prior to receipt of a Suspension Notice and for which such Holder has not yet settled. d. No Holder may participate in any underwritten distribution hereunder unless such Holder (i) agrees to sell such Holder'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, (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any amendment or supplement theretoexpenses of Holder in excess of those payable by the Company pursuant to Section 5 below, and (iv) complies with all applicable laws in connection therewith. Notwithstanding anything in this Section 4(d) to the contrary, this Section 4(d) is not intended to limit a Holder’s rights under Sections 2(a) hereof.

Obligations of the Holders. (a) Each Holder 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 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyrequest. At least five ten (510) Business Days prior to the first anticipated filing date of any registration statementRegistration Statement, the Company shall notify each Holder of any additional the information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statementRegistration Statement. A Holder shall provide such information to the Company at least two five (25) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with Statement if such Holder elects to have any sale of the Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to included in such registration statementRegistration Statement. (b) Each Holder, 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 the Mandatory a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory any Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. (a) Each At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Holders in writing of the information the Company requires from each Holder if the Holder’s Registrable Securities are to be 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 any Registrable Securities of the Holder that the Holder 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 effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequest. (b) Each The Holder, by its the Holder’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 the Mandatory any Registration Statement hereunder, unless such the Holder has notified the Company in writing of its the Holder's election to exclude all of its the Holder’s Registrable Securities from the Mandatory such Registration Statement. (c) Each The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of a Grace Period under Section 3(q), the Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Sections 3(e) or 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Holder in connection with any sale of Registrable Securities with respect to which the Holder has entered into a contract for sale prior to the Holder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Holders knowledge of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period or of the Section 3(e) or 3(f) event, and for which the Holder has not yet settled. (d) The Holder covenants and agrees that it shall will comply with the prospectus Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory a Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. (a) Each Holder shall The REIT may require the Holders to furnish in writing to the Company REIT such information regarding itself, the Registrable Securities held by it such Holder and the intended proposed method or methods of disposition distribution of Registrable Shares by such Holder as the Registrable Securities held by it REIT may from time to time reasonably request in writing or as shall may be reasonably required to effect the registration of such the Registrable Securities Shares, and shall execute such documents in connection with such registration no Holder may be entitled to be named as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire stockholder in form reasonably satisfactory to any Resale Registration Statement or use the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder Prospectus forming a part thereof if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall does not provide such information to the Company at least two (2) Business Days prior REIT; provided, however, that if the REIT elects to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to file a registration statementstatement that includes all Registrable Shares outstanding in accordance with Section 2(a), it the REIT shall comply with be permitted to include in such registration statement such information regarding the “Plan of Distribution” section Holders as the REIT has in its possession at the time of the then current prospectus relating to filing of such registration statement. Each Holder further agrees to furnish promptly to the REIT in writing all information required from time to time to make the information previously furnished by such Holder not misleading. (b) Each HolderHolder agrees to, by its acceptance upon receipt of any notice from the REIT of the happening of any event of the kind described in Section 5(e)(ii), 5(e)(iii) or 5(e)(iv) hereof, immediately discontinue disposition of Registrable SecuritiesShares pursuant to a Resale Registration Statement until (i) any such stop order is vacated, agrees to cooperate with or (ii) if an event described in Section 5(e)(iii) or Section 5(e)(iv) occurs, such Holder’s receipt of the Company as reasonably requested copies of the supplemented or amended Prospectus. If so directed by the Company in connection with REIT, such Holder shall deliver to the preparation and filing REIT (at the reasonable expense of the Mandatory Registration Statement hereunderREIT) all copies, unless other than permanent file copies then in such Holder has notified the Company Holder’s possession, in writing of its election to exclude all of its Registrable Securities from the Mandatory Registration Statement. (c) Each Holder covenants and agrees that it shall comply with the prospectus delivery requirements possession of the Securities Act as applicable to it in connection with sales Prospectus covering such Registrable Shares current at the time of Registrable Securities pursuant to the Mandatory Registration Statement (including any related prospectus) and any amendment or supplement theretoreceipt of such notice.

Obligations of the Holders. In connection with the registration of the Registrable Securities, the Holders shall have the following obligations: (ai) Each it shall be a condition precedent to the obligations of Company to complete the registration pursuant hereto with respect to any Holder’s Registrable Securities that the Holder shall furnish in writing to the Company such information regarding itselfHolder, the Registrable Securities held by it Holder and the intended method of disposition of the Registrable Securities held by it Holder 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyrequest. At least five ten (510) Business Days days prior to the first anticipated filing date of any registration statementthe Registration Statement, the Company shall notify each Holder the Holders of any additional the information the Company requires from such each Holder (the “Requested Information”) if such Holder elects to have any of the such Holder’s Registrable Securities included are eligible for inclusion in such registration statementthe Registration Statement. A Holder shall provide such information to the Company If at least two (2) Business Days prior to the first anticipated filing date of Company has not received the Requested Information from any such Holder (at such time Holder becoming a “Non-Responsive Holder”), then Company may file the Registration Statement. Each holder agrees that, in connection with any sale of Statement without including the Non-Responsive Holder’s Registrable Securities by it pursuant but shall not be relieved of its obligation to file a registration statement, it shall comply Registration Statement with the “Plan of Distribution” section of the then current prospectus SEC relating to such registration statement.the Registrable Securities of Non–Responsive Holder promptly after Non-Responsive Holder provides the Requested Information; (bii) Each Holder, by its acceptance purchasing or accepting an assignment of the Registrable Securities, each Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory Registration Statement hereunderfor the Registrable Securities, unless such Holder has notified the Company in writing of its such Holder’s election to exclude all of its Holder’s Registrable Securities from the Mandatory Registration Statement.; (ciii) Each in the event Holders of at least sixty-six and two-thirds percent (662/3%) of the Series D Preferred Shares and Common Shares being registered determine to engage the services of an underwriter, each Holder covenants agrees to enter into and perform such Holder’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 Registrable Securities, unless such Holder has notified Company in writing of the Holder’s election to exclude all of Holder’s Registrable Securities from the Registration Statement; (iv) each Holder agrees that it that, upon receipt of any notice from Company of the happening of any event of the kind described in Section 1(c)(v), Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 1(c)(v) and, if so directed by Company, Holder shall deliver to Company (at the expense of Company) or destroy (and deliver to Company a certificate of destruction) all copies in such Holder’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice; (v) Holders may not participate in any underwritten registration hereunder unless the Holder (A) agrees to sell Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Holders entitled hereunder to approve such arrangements, (B) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and (C) 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 to the underwriters applicable with respect to its Registrable Securities, in each case to the extent not payable by Company pursuant to the terms of this Agreement; and (vi) each Holder agrees to take all reasonable actions necessary to comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with its sales of Registrable Securities pursuant to the Mandatory Registration Statement (including any related prospectus) and any amendment or supplement theretoSecurities.

Obligations of the Holders. (a) Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”) on a date that is not less than ten (10) days prior to the Filing Date or by the end of the fourth (4th) Trading Day following the date on which such Holder receives draft materials in accordance with this Section. Each Holder shall furnish in writing to the Company such additional 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 the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statementrequest. A Holder 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 Holder elects to have any of the Registrable Securities included in the Registration Statement. Each holder agrees that, in connection with any sale of The Company shall not be required to include the Registrable Securities by it pursuant of a Holder in a Registration Statement and shall not be required to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating pay any liquidated or other damages hereunder to such registration statementHolder who fails to furnish to the Company a fully completed selling holder questionnaire at least two Business Days prior to the Filing Date. (b) Each Holder, by its acceptance of the Registrable Securities, Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration Statement. (d) Each Holder agrees that, upon receipt of any notice from the Mandatory Company of either (i) the commencement of an Allowed Delay or (ii) the happening of an event pursuant to Section 3(A)(d)(iii) – (vi) hereof, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until it is advised in writing (including any related prospectusthe “Advice”) and any amendment by the Company that the use of the applicable Prospectus (as it may have been supplemented or supplement theretoamended) may be resumed. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

Obligations of the Holders. (a) Each At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder 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 a particular Holder that such Holder 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 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequest. (b) Each Holder, by its such Holder’s acceptance of the Registrable SecuritiesSecurities (as the case may be), agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory each Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder’s election to exclude all of its such Holder’s Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder agrees that, upon receipt of any 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(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the earliest to occur of (i) such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of Section 3(f), (ii) the Company’s filing of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of Section 3(f) with the SEC and (iii) 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 shares of Common Stock to a transferee of a Holder in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which such Holder has entered into a contract for sale prior to the Holder’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(f) and for which such Holder has not yet settled. (d) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities 1933 Act as applicable to it in connection with sales of Registrable Securities pursuant to the Mandatory a Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. a. At least three (a3) Each days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder'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 Holder that such Holder 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 in connection therewith. Upon the execution of this Agreement, each request. b. Each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from by such Holder if such Holder elects to have any Holder's acceptance of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement. (b) Each Holder, 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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder's election to exclude all of its such Holder's Registrable Securities from the Mandatory such Registration Statement. (c) c. Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Section 3(g) or the first sentence of 3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the Mandatory Registration Statement (including copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Holder in accordance with the terms of the Redemption and Exchange Agreement in connection with any related prospectussale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to the Holder'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 3(h) and any amendment or supplement theretofor which the Holder has not yet settled.

Obligations of the Holders. In connection with the registration of the Registrable Securities pursuant to either Sections 14(a) or (a) Each b), the Selling Holders shall have the following obligations: i. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to each Selling Holder that such Selling Holder 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 the Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyrequest. At least five fifteen (515) Business Days days prior to the first anticipated filing date of any the registration statement, the Company shall notify each Selling Holder of any additional the information the Company requires from each such Selling Holder (the "REQUESTED INFORMATION") in the case of a registration statement being prepared pursuant to Section 14(b) or if such Selling Holder elects to have any of the such Selling Holder's Registrable Securities included in such the registration statement. A Holder shall provide such information statement in the case of a registration statement being prepared pursuant to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration StatementSection 14(a). ii. Each holder agrees that, in connection with any sale of Registrable Securities Selling Holder by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement. (b) Each Holder, by its Xxxxxxx Xxxxxx'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 the Mandatory Registration Statement registration statement hereunder, unless such Holder Xxxxxxx Xxxxxx has notified the Company in writing of its such Selling Holder's election to exclude all of its such Selling Holder's Registrable Securities from the Mandatory Registration Statement.registration statement; and iii. No Selling Holder may participate in any underwritten registration hereunder unless such Xxxxxxx Xxxxxx (ci) Each Holder covenants and agrees that it shall comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of sell such Selling Xxxxxx's Registrable Securities pursuant on the basis provided in any underwriting arrangements approved by the Selling Holders entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the Mandatory Registration Statement terms of such underwriting arrangements, and (including any related prospectusiii) agrees to pay its pro rata share of all underwriting discounts and commissions and other fees and expenses of investment bankers and any amendment manager or supplement theretomanagers of such underwriting, except as provided in Section 14(d) below.

Obligations of the Holders. (a) Each Holder 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 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyrequest. At least five fifteen (515) Business Days prior to the first anticipated filing date of any registration statementRegistration Statement, the Company shall notify each Holder of any additional the information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statementthe Registration Statement. A Holder shall provide such information to the Company at least two five (25) Business Days prior to the first anticipated filing date of such Registration Statement if such Holder elects to have any of the Registrable Securities included in the Registration Statement. Each holder agrees For purposes of the first sentence of this Section 5(a), the methods of distribution to be specified by the Holders shall include, without limitation, the sale of the Registrable Securities through (i) options transactions relating to the Registrable Securities, whether such options are listed on an options exchange or otherwise, or (ii) short sales of the Registrable Securities. The Registration Statement shall also provide that, for purposes of the distribution of the Registrable Securities, the Holders may (i) enter into hedging transactions with broker-dealers or other financial institutions, which may in connection with any sale turn engage in short sales of the Registrable Securities by it pursuant and deliver the Registrable Securities to a registration statementclose out their short positions or (ii) loan or pledge the Registrable Securities to broker-dealers or other financial institutions, it shall comply with which in turn may sell the “Plan of Distribution” section of the then current prospectus relating to such registration statementRegistrable Securities. (b) Each Holder, 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 the Mandatory a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) In the event the Company, at the request of the Holders, determines to engage the services of an underwriter, such Holder agrees to enter into and perform its 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 dispositions of the Registrable Securities. (d) Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable to it in connection with sales happening of any event rendering a Registration Statement no longer effective, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Mandatory Registration Statement covering such Registrable Securities, until the Holder’s receipt of copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Holder 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 Holder’s possession of the Prospectus covering the Registrable Securities current at the time of receipt of such notice. (e) No Holder may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the 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. Notwithstanding the foregoing, no Holder shall be required to make any representations to such underwriter, other than those with respect to itself and the Registrable Securities owned by it, including any related prospectus) its right to sell the Registrable Securities, and any amendment or supplement theretoindemnification in favor of the underwriter by the Holders shall be several and not joint and limited in the case of any Holder, to the net proceeds received by such Holder from the sale of its Registrable Securities. The scope of any such indemnification in favor of an underwriter shall be limited to the same extent as the indemnity provided in Section 6(b) hereof.

Obligations of the Holders. (a) Each Holder It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement that the selling Holders shall furnish in writing to the Company a completed Selling Stockholder Questionnaire in the form attached as Exhibit B hereto (the “Selling Stockholder Questionnaire”) and such other information regarding itself, them and the securities held by them as the Company shall reasonably request and as shall be required in order to effect any registration by the Company pursuant to this Agreement. The Company shall not be required to include the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required any Holder who fails to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as furnish to the Company may reasonably request in connection therewitha fully completed Selling Stockholder Questionnaire at least three (3) Trading Days prior to the Filing Deadline. Upon the execution of this AgreementAdditionally, each Holder shall complete, execute and deliver to promptly notify the Company a selling securityholder notice and questionnaire of any changes in form reasonably satisfactory the information furnished in the Selling Stockholder Questionnaire or otherwise to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement. (b) Each Holder, by its acceptance of the Registrable Securities, Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its election that such Holder elects to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6(c), each Holder shall immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities until such Holders receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(c) or receipt of notice that no supplement or amendment is required. (d) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales sale of Registrable Securities pursuant to the Mandatory any Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. (a) Each At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder 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 a particular Holder that such Holder 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 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequest. (b) Each Holder, by its such Holder’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 the Mandatory each Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder’s election to exclude all of its such Holder’s Registrable Securities from the Mandatory such Registration Statement. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Exhibit D (a “Selling Stockholder Questionnaire”) on a date that is the later of (i) not less than two (2) Business Days prior to the Filing Date or (ii) by the end of the fourth (4th) Business Day following the date on which such Holder receives draft materials in accordance with this Section. (c) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of Section 3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(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 unlegended shares of Common Stock to a transferee of a Holder in accordance with the terms of the Note Amendment Agreement in connection with any sale of Registrable Securities with respect to which such Holder has entered into a contract for sale prior to the Holder’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of Section 3(f) and for which such Holder has not yet settled. (d) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Mandatory a Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. (a1) Each It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish in writing 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 such securities as shall be reasonably required in order to effect comply with any applicable law or regulation in connection with the registration of such Holder’s Registrable Securities or any qualification or compliance with respect to such Holder’s Registrable Securities and referred to in this Agreement. (2) The Holders hereby acknowledge that there may occasionally be times when the Company must suspend the use of a prospectus forming a part of any registration statement filed pursuant to this Agreement until such time as an amendment to such registration statement has been filed by the Company and declared effective by the SEC or until the Company has amended or supplemented such prospectus. Each Holder hereby covenants that it will not sell any securities pursuant to any such prospectus during the period commencing at the time at which the Company gives such Holder and any underwriters notice of the suspension of the use of any such prospectus and ending at the time the Company gives such Holder and any underwriters notice that the Holders may thereafter effect sales pursuant to any such prospectus. Notwithstanding anything herein to the contrary, the Company shall execute not suspend use of the registration statement by the Holders unless in the good faith determination of the Company such documents suspension is required by the federal securities laws, including, without limitation, the rules and regulations promulgated thereunder; provided, however, that (i) except as otherwise provided by clause (ii) below, if such suspension is required by the need for an amendment or supplement to the registration statement or the prospectus forming a part thereof, the Company shall promptly file such required amendments or supplements as shall be necessary for the disposition of the Registrable Securities to recommence and (ii) if the Board of Managers has determined in good faith that offers and sales pursuant to the prospectus forming part of the registration statement should not be made by reason of the presence of material undisclosed circumstances or developments with respect to which the disclosure that would be required in the registration statement would be premature or would have a Material Adverse Effect, the Company may suspend the use of the prospectus and defer the filing of any required amendment or supplement for the minimum period of time necessary to avoid such Material Adverse Effect; provided, further, that in the case of clause (ii) above, the Company shall not be entitled to exercise its right to block such sales or suspend use of such prospectus more than one time (not to exceed thirty (30) days) in any twelve-month period. (3) Each Holder agrees that any sale by such Holder of Registrable Securities pursuant to a registration statement covering Registrable Securities shall be sold in a manner described in the plan of distribution set forth therein and, unless a deemed delivery method is available under the 1933 Act (A) if such sale is made through a broker, the Holder shall instruct such broker to deliver the prospectus to the purchaser or purchasers (or the broker or brokers therefor) in connection with such registration as sale, shall supply copies of the Company may reasonably request prospectus to such broker or brokers and shall instruct such broker or brokers to deliver such prospectus to the purchaser in connection therewith. Upon such sale or such purchaser’s broker, (B) if such sale is made in a transaction directly with a purchaser and not through the execution facilities of this Agreementany securities exchange or market, each the Holder shall completedeliver, execute and deliver or cause to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statementbe delivered, the Company shall notify each Holder of any additional information the Company requires from prospectus to such Holder purchaser; and (C) if such Holder elects to have sale is made by any of means other than those described in the Registrable Securities included in such registration statement. A immediately preceding clauses (A) and (B), the Holder shall provide such information otherwise use its best efforts to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement. (b) Each Holder, 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 the Mandatory Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory Registration Statement. (c) Each Holder covenants and agrees that it shall comply with the prospectus delivery requirements of the Securities 1933 Act as applicable to such sale. (4) Each Holder agrees that it will promptly notify the Company of any material change in the information set forth in the registration statement regarding such Holder or its plan of distribution; each Holder agrees (a) to notify the Company if such Holder enters into any material agreement with a broker or a dealer for the sale of Registrable Securities through a block trade, special offering, exchange distribution or a purchase by a broker or dealer and (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. (5) Each Holder shall not take any action with respect to any distribution deemed to be made pursuant to the registration statement covering such Holder’s Registrable Securities which action would constitute a violation of Regulation M under the 1934 Act or any other applicable rule, regulation or law. (6) At the end of the period during which the Company is obligated to keep a registration statement current and effective as provided in this Agreement, the Holders of Registrable Securities included in such registration statement shall discontinue sales of Registrable Securities pursuant to such registration statement upon receipt of notice from the Mandatory Registration Statement (including any related prospectus) Company of its intention to remove from registration the Registrable Securities covered by such registration statement that remain unsold, and any amendment or supplement theretoeach such Holder shall notify the Company of the number of its Registrable Securities which remain unsold immediately after receipt of such notice from the Company.

Obligations of the Holders. In connection with the registration of the Registrable Securities pursuant to either Sections 16(a) or (ab), the Selling Holders shall have the following obligations: (i) Each It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to each Selling Holder that such Selling Holder 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 the Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyrequest. At least five fifteen (515) Business Days days prior to the first anticipated filing date of any registration statementthe Registration Statement, the Company shall notify each Selling Holder of any additional the information the Company requires from each such Selling Holder (the "Requested Information") in the case of a Registration Statement being prepared pursuant to Section 16(b) or if such Selling Holder elects to have any of the such Selling Holder's Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to Registration Statement in the first anticipated filing date case of such a Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it Statement being prepared pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementSection 16(a). (bii) Each Selling Holder by such Selling Holder, by its '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 the Mandatory Registration Statement hereunder, unless such Selling Holder has notified the Company in writing of its such Selling Holder's election to exclude all of its such Selling Holder's Registrable Securities from the Mandatory Registration Statement.; and (ciii) Each No Selling Holder covenants and may participate in any underwritten registration hereunder unless such Selling Holder (i) agrees that it shall comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of sell such Selling Holder's Registrable Securities pursuant on the basis provided in any underwriting arrangements approved by the Selling Holders entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the Mandatory Registration Statement terms of such underwriting arrangements, and (including any related prospectusiii) agrees to pay its pro rata share of all underwriting discounts and commissions and other fees and expenses of investment bankers and any amendment manager or supplement theretomanagers of such underwriting, except as provided in Section 16(d) below.

Obligations of the Holders. (a) Each At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement, including by returning to the Company the Selling Securityholder Notice and Questionnaire attached hereto as Annex 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 a particular Holder that such Holder 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 effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequest. (b) Each Holder, by its such Holder'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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder's election to exclude all of its such Holder's Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f) or 3(g), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(b) or receipt of notice that no supplement or amendment is required. (d) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory Registration Statement (including and all other federal and state securities and other laws applicable to it in connection with any related prospectus) and any amendment or supplement theretodisposition of the Registrable Securities.

Obligations of the Holders. (a) Each At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder 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 a particular Holder that such Holder 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 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequest. (b) Each Holder, by its such Holder’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 the Mandatory each Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder’s election to exclude all of its such Holder’s Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Section 3(g) or the first sentence of 3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder’s receipt of the Mandatory Registration Statement (including copies of the supplemented or amended prospectus contemplated by Section 3(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 unlegended Common Stock to a transferee of a Holder in accordance with the terms of the Warrant in connection with any related prospectussale of Registrable Securities with respect to which such Holder has entered into a contract for sale prior to the Holder’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of Section 3(f) and any amendment or supplement theretofor which such Holder has not yet settled.

Obligations of the Holders. (a) Each At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Holders in writing of the information the Company requires from each Holder if the Holder's Registrable Securities are to be 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 any Registrable Securities of the Holder that the Holder 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 effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequest. (b) Each The Holder, by its the Holder’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 the Mandatory any Registration Statement hereunder, unless such the Holder has notified the Company in writing of its the Holder's election to exclude all of its the Holder's Registrable Securities from the Mandatory such Registration Statement. (c) Each The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of a Grace Period under Section 3(r), the Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Sections 3(e) or 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Holder in connection with any sale of Registrable Securities with respect, to which the Holder has entered into a contract for sale prior to the Holder's receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Holders knowledge of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period or of the Section 3(e) or 3(f) event, and for which the Holder has not yet settled. (d) The Holder covenants and agrees that it shall will comply with the prospectus Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory a Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. 4.1 At least five (a5) Each business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Holders in writing of the information the Company requires from each Holder if the Holder’s Registrable Securities are to be 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 any Registrable Securities of the Holder that the Holder 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 effectiveness of the registration of such the Registrable Securities and shall execute such documents in connection with such the registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementrequest. (b) Each 4.2 The Holder, by its the Holder’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 the Mandatory any Registration Statement hereunder, unless such the Holder has notified the Company in writing of its the Holder’s election to exclude all of its such Holder’s Registrable Securities from the Mandatory such Registration Statement. (c4.3 The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Subsections 3.5 or 3.6 or of a Grace Period under Subsection 3.17, the Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) Each covering such Registrable Securities until the Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Subsections 3.5 or 3.6 or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Holder in connection with any sale of Registrable Securities with respect to which the Holder has entered into a contract for sale prior to the Holder’s receipt of a notice from the Company of the happening of any event of the kind described in Subsections 3.5 or 3.6 or of any Grace Period, or, if earlier, Holder’s knowledge of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period or of the Subsection 3.5 or 3.6 event, and for which the Holder has not yet settled. 4.4 The Holder covenants and agrees that it shall will comply with the prospectus Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory a Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. (a) Each Holder 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 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyrequest. At least five ten (510) Business Days prior to the first anticipated filing date of any registration statementRegistration Statement, the Company shall notify each Holder of any additional the information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statementthe Registration Statement. A Holder shall provide such information to the Company at least two five (25) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with Statement if such Holder elects to have any sale of the Registrable Securities by it pursuant to a registration statement, it shall comply with included in the “Plan of Distribution” section of the then current prospectus relating to such registration statementRegistration Statement. (b) Each Holder, 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 the Mandatory a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) In the event the Company, at the request of the Holders, determines to engage the services of an underwriter, such Holder agrees to enter into and perform its 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 dispositions of the Registrable Securities. (d) Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable to it in connection with sales happening of any event rendering a Registration Statement no longer effective, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Mandatory Registration Statement covering such Registrable Securities, until the Holder's receipt of copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Holder 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 Holder's possession of the Prospectus covering the Registrable Securities current at the time of receipt of such notice. (e) No Holder may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the 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. Notwithstanding the foregoing, no Holder (other than Holders who are Affiliates of the Company) shall be required to make any representations to such underwriter, other than those with respect to itself and the Registrable Securities owned by it, including any related prospectus) its right to sell the Registrable Securities, and any amendment or supplement theretoindemnification in favor of the underwriter by the Holders shall be several and not joint and limited in the case of any Holder, to the net proceeds received by such Holder from the sale of its Registrable Securities. The scope of any such indemnification in favor of an underwriter shall be limited to the same extent as the indemnity provided in Section 6(b) hereof.

Obligations of the Holders. (a) Each Holder shall The Company may require the Holders to furnish in writing to the Company such information regarding itself, such Holder and the proposed method or methods of distribution of Registrable Securities held by it and such Holder as the intended method of disposition of the Registrable Securities held by it Company may from time to time reasonably request in writing or as shall may be reasonably required to effect the registration of such the Registrable Securities Securities, and shall execute such documents in connection with such registration no Holder may be entitled to be named as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire stockholder in form reasonably satisfactory to any Resale Registration Statement or use the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder Prospectus forming a part thereof if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall does not provide such information to the Company; provided, however, that if the Company at least two (2) Business Days prior elects to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of file a registration statement that includes all Registrable Securities by it pursuant outstanding in accordance with Section 2(a) or Section 4, the Company shall be permitted to a include in such registration statement, it shall comply with statement such information regarding the “Plan of Distribution” section Holders as the Company has in its possession at the time of the then current prospectus relating to filing of such registration statement. Each Holder further agrees to furnish promptly to the Company in writing all information required from time to time to make the information previously furnished by such Holder not misleading. (b) Each HolderHolder agrees to, by its acceptance upon receipt of any notice from the Company of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing happening of any event of the Mandatory Registration Statement hereunderkind described in Sections 6(f)(ii), unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory Registration Statement. (c6(f)(iii) Each Holder covenants and agrees that it shall comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales or 6(f)(iv) hereof, immediately discontinue disposition of Registrable Securities pursuant to the Mandatory a Resale Registration Statement until (including i) any related prospectussuch stop order is vacated, or (ii) and any amendment if an event described in Section 6(f)(iii) or supplement theretoSection 6(f)(iv) occurs, such Holder’s receipt of the copies of the supplemented or amended Prospectus. If so directed by the Company, such Holder shall deliver to the Company (at the reasonable expense of the Company) all copies, other than permanent file copies then in such Xxxxxx’s possession, in its possession of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

Obligations of the Holders. a. At least three (a3) Each business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company reasonably requires from each such Holder if such Holder elects to have any of such Holder'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 Holder that such Holder 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. Each Holder shall use its best efforts to respond tothe Company's written request for information within seven (7) business days of such Holder's receipt of such request. If any delay in connection therewith. Upon the execution filing of the Registration Statement results solely from an Holder's failure to respond within such period, then solely with respect to such Holder such delay shall not constitute a default under or breach of this Agreement by the Company and no penalties shall accrue under this Agreement, each the Redemption and Exchange Agreement or the Articles of Amendment for the number of days caused by such delay. b. Each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from by such Holder if such Holder elects to have any Holder's acceptance of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement. (b) Each Holder, 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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder's election to exclude all of its such Holder's Registrable Securities from the Mandatory such Registration Statement. (c) c. Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Section 3(g), Section 3(t) or the first sentence of Section 3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the Mandatory Registration Statement (including copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment is required or that a Grace Period has ended. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Holder in accordance with the terms of the Redemption and Exchange Agreement in connection with any related prospectussale of Registrable Securities with respect to which an Holder has entered into a contract for sale prior to the Holder's receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g), Section 3(t) or the first sentence of Section 3(f) and any amendment or supplement theretofor which the Holder has not yet settled.

Obligations of the Holders. (a) Each Holder shall agrees to 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire completed Questionnaire in customary form reasonably satisfactory to the Company. At least five Company (5a “Selling Shareholder Questionnaire”) Business Days not prior to 120 days after the first anticipated filing date of any registration statement, Closing Date and not more than 150 days after the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statementClosing Date. A Holder shall provide who fails to furnish a Selling Stockholder Questionnaire within 150 days after the Closing Date may have its Registrable Securities excluded from the Registration Statement, provided that the Company has provided such information Holder with notice at least 20 days prior (but no more than 60 days prior) to the Company at least two (2) Business Days prior to the first anticipated filing date expiration of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement150 day period. (b) Each Holder, 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 the Mandatory a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) In the event the Company, at the request of the Holders, determines to engage the services of an underwriter, each such Holder agrees to enter into and perform its 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 dispositions of the Registrable Securities. (d) Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable to it in connection with sales happening of any event rendering a Registration Statement no longer effective, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Mandatory Registration Statement covering such Registrable Securities, until the Holder’s receipt of copies of the supplemented or amended prospectus filed with the SEC and declared effective and, if so directed by the Company, the Holder 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 Holder’s possession of the prospectus covering the Registrable Securities current at the time of receipt of such notice. (e) No Holder may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the 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. Notwithstanding the foregoing, no Holder shall be required to make any representations to such underwriter, other than those with respect to itself and the Registrable Securities owned by it, including any related prospectus) its right to sell the Registrable Securities, and any amendment or supplement theretoindemnification in favor of the underwriter by the Holders shall be several and not joint and limited in the case of any Holder, to the net proceeds received by such Holder from the sale of its Registrable Securities. The scope of any such indemnification in favor of an underwriter shall be limited to the same extent as the indemnity provided in Section 9.5(b) hereof.

Obligations of the Holders. (aA) Each At least five calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder'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 Holder that such Holder 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 reasonably 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statementrequest. Each holder Holder covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statementRegistration Statement, it shall comply with the “"Plan of Distribution” " section of the then current prospectus relating to such registration statementRegistration Statement. (bB) Each Holder, by its such Holder'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 the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its such Holder's election to exclude all of its such Holder's Registrable Securities from the Mandatory such Registration Statement. (cC) Each Holder covenants and agrees that it shall comply with that, upon receipt of written notice from the prospectus delivery requirements Company of the Securities Act as applicable to it happening of any event of the kind described in connection with sales Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the Mandatory Registration Statement (including any related prospectuscopies of the supplemented or amended prospectus contemplated by Section 3(f) and any amendment or supplement theretothe first sentence of 3(e).

Obligations of the Holders. (a) Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Appendix A (a “Selling Stockholder Questionnaire”) on a date that is not less than ten (10) days prior to the applicable Filing Deadline or by the end of the fourth (4th) Trading Day following the date on which such Holder receives draft materials in accordance with Section 2(a). Each Holder shall furnish in writing to the Company such additional information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, and shall execute such documents in connection with such registration, 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statementSecurities. A Holder 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 Holder elects to have any of the Registrable Securities included in the Registration Statement. Each holder agrees that, in connection with any sale of The Company shall not be required to include the Registrable Securities by it pursuant of a Holder in a Registration Statement, and no Event shall be deemed to occur and or continue solely as a registration statement, it shall comply with the “Plan of Distribution” section result of the then current prospectus relating failure to include the Registrable Securities of such registration statementHolder in the Registration Statement, if such Holder fails to furnish to the Company a fully completed Selling Stockholder Questionnaire at least two (2) Business Days prior to the applicable Filing Deadline. (b) Each Holder, by its acceptance of the Registrable Securities, Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory a Registration Statement hereunder, unless such Holder Hxxxxx has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration Statement. (d) Each Holder agrees that, upon receipt of any notice from the Mandatory Company of either: (i) the commencement of an Allowed Delay, or (ii) the happening of an event pursuant to Section 3(d)(iii) - (vi) hereof, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until it is advised in writing (including any related prospectusthe “Advice”) and any amendment by the Company that the use of the applicable Prospectus (as it may have been supplemented or supplement theretoamended) may be resumed. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

Obligations of the Holders. (a) Each Holder 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 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyrequest. At least five fifteen (515) Business Days prior to the first anticipated filing date of any registration statementRegistration Statement, the Company shall notify each Holder of any additional the information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statementthe Registration Statement. A Holder shall provide such information to the Company at least two five (25) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with Statement if such Holder elects to have any sale of the Registrable Securities by it pursuant to a registration statement, it shall comply with included in the “Plan of Distribution” section of the then current prospectus relating to such registration statementRegistration Statement. (b) Each Holder, 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 the Mandatory a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) In the event the Company, at the request of the Holders, determines to engage the services of an underwriter, each such Holder agrees to enter into and perform its 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 dispositions of the Registrable Securities. (d) Each Holder covenants and agrees that it shall comply with that, upon receipt of any notice from the prospectus delivery requirements Company of the Securities Act as applicable to it in connection with sales happening of any event rendering a Registration Statement no longer effective, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Mandatory Registration Statement covering such Registrable Securities, until the Holder’s receipt of copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Holder 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 Holder’s possession of the Prospectus covering the Registrable Securities current at the time of receipt of such notice. (e) No Holder may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the 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. Notwithstanding the foregoing, no Holder shall be required to make any representations to such underwriter, other than those with respect to itself and the Registrable Securities owned by it, including any related prospectus) its right to sell the Registrable Securities, and any amendment or supplement theretoindemnification in favor of the underwriter by the Holders shall be several and not joint and limited in the case of any Holder, to the net proceeds received by such Holder from the sale of its Registrable Securities. The scope of any such indemnification in favor of an underwriter shall be limited to the same extent as the indemnity provided in Section 6(b) hereof.

Obligations of the Holders. (ai) Each Holder 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 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the CompanySecurities. At least five (5) Business Days prior to the first anticipated filing date of any registration statementRegistration Statement, the Company shall notify each Holder of any additional the information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statementthe Registration Statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with Statement if such Holder elects to have any sale of the Registrable Securities by it pursuant to a registration statement, it shall comply with included in the “Plan of Distribution” section of the then current prospectus relating to such registration statementRegistration Statement. (bii) Each Holder, 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 the Mandatory a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (ciii) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(d), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder’s receipt of copies of the supplemented or amended prospectus as contemplated by Section 3(d) or receipt of notice that no supplement or amendment is required. (iv) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Mandatory Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.

Obligations of the Holders. (a) Each Holder 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 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 in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyrequest. At least five (5) Business Days prior to the first anticipated filing date of any registration statementRegistration Statement, the Company shall notify each Holder of any additional the information the Company requires from such Holder Purchaser if such Holder Purchaser elects to have any of the its Registrable Securities included in such registration statementthe Registration Statement. A Holder Purchaser shall provide such information to the Company at least two three (23) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with Statement if such Purchaser elects to have any sale of its Registrable Securities by it pursuant to a registration statement, it shall comply with included in the “Plan of Distribution” section of the then current prospectus relating to such registration statementRegistration Statement. (b) Each Holder, 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 the Mandatory a Registration Statement hereunder, unless such Holder Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(g) or (ii) the happening of an event pursuant to Sections 3(d)(iii), 3(d)(v) and agrees that it shall comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales 3(d)(vi) hereof, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Mandatory Registration Statement covering such Registrable Securities, until the Holder is advised by the Company that such dispositions may again be made. Notwithstanding anything to the contrary in this Section 5(c), the Holder may dispose of shares of Common Stock and the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which such Holder has entered into a contract for sale prior to the Holder’s receipt of a notice from the Company of the happening of any event of the kind described in subclauses (including any related prospectusi) and any amendment or supplement thereto(ii) of this Section 5(c), and for which such Holder has not yet settled.

Obligations of the Holders. (a) Each Holder It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement that the selling Holders shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it such Holder and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration 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 shall execute such documents in connection with such registration as the Company may reasonably request in connection therewithexclude from such registration the Registrable Securities of any such Holder who unreasonably fails to furnish such information promptly (but not less than five (5) business days) after receiving such request. Upon the execution of this AgreementAdditionally, each Holder shall complete, execute and deliver promptly notify the Company of any changes in the information furnished to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementhereto. (b) Each Holder, by its acceptance of the Registrable Securities, Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory any Registration Statement hereunder, unless such Holder has notified the Company in writing of its election that such Holder elects to exclude all of its Registrable Securities from the Mandatory such Registration Statement. (c) Each Holder covenants and agrees that it shall will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales sale of Registrable Securities pursuant to any Registration Statement. (d) Each Holder who is a member or affiliated or associated with members of FINRA will agree, if requested by FINRA, to sign a lock-up, the Mandatory form of which shall be satisfactory to FINRA, with respect to any Registrable Securities. (e) Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v), 3(c)(vi) or 3(k), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 3(h), or until it is advised in writing (including the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any related prospectus) and any amendment additional or supplement theretosupplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.

Obligations of the Holders. In connection with the registration of the Registrable Securities pursuant to either Sections 16(a) or (ab), the Selling Holders shall have the following obligations: (i) Each It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to each Selling Holder that such Selling Holder 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 the Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Companyrequest. At least five fifteen (515) Business Days days prior to the first anticipated filing date of any registration statement, the Registration Statement the Company shall notify each Selling Holder of any additional the information the Company requires from each such Selling Holder (the “Requested Information”) in the case of a Registration Statement being prepared pursuant to Section 16(b) or if such Selling Holder elects to have any of the such Selling Holder’s Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to Registration Statement in the first anticipated filing date case of such a Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it Statement being prepared pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementSection 16(a). (bii) Each Selling Holder by such Selling Holder, by its ’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 the Mandatory Registration Statement hereunder, unless such Selling Holder has notified the Company in writing of its such Selling Holder’s election to exclude all of its such Selling Holder’s Registrable Securities from the Mandatory Registration Statement.; and (ciii) Each No Selling Holder covenants and may participate in any underwritten registration hereunder unless such Selling Holder (i) agrees that it shall comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of sell such Selling Holder’s Registrable Securities pursuant on the basis provided in any underwriting arrangements approved by the Selling Holders entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the Mandatory Registration Statement terms of such underwriting arrangements, and (including any related prospectusiii) agrees to pay its pro rata share of all underwriting discounts and commissions and other fees and expenses of investment bankers and any amendment manager or supplement theretomanagers of such underwriting, except as provided in Section 16(e) below.

Obligations of the Holders. (a) Each Holder shall furnish in writing to agrees that, upon receipt of any written notice from the Company of the happening of any event of the kind described in Sections 3(d) and (f), such information regarding itself, Holder will immediately discontinue (i) the disposition of Registrable Securities held by it and pursuant to any prospectus in the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of Registration Statement(s) covering such Registrable Securities and shall execute such documents in connection with such registration as (ii) the Company may reasonably request in connection therewith. Upon the execution purchase of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to Shares from the Company. At least five , with regard to both clauses (5i) Business Days prior to the first anticipated filing date of any registration statementand (ii) above, the Company shall notify each Holder of any additional information the Company requires from until such Holder if such Holder elects to have any Holder's receipt of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2copies of a supplemented or amended prospectus as contemplated by Section 3(d) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statementabove. (b) Each Holder, by its acceptance of the Registrable Securities, agrees to The Purchaser and each other Holder shall cooperate with the Company as in all respects in connection with this Agreement, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser or Holder and the proposed manner of sale of the Registrable Securities required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the preparation registration and filing sale of the Mandatory Registrable Securities. The Purchaser hereby consents to be named as an underwriter in the Registration Statement hereunderStatement. The Purchaser acknowledges that in accordance with current SEC policy, unless such Holder has notified the Company in writing Purchaser will be named as the underwriter of its election to exclude all of its the Registrable Securities from in the Mandatory Registration Statement. (c) Each Holder covenants The Purchaser agrees to prepare and agrees that it shall comply with provide to the prospectus delivery requirements Company in writing a plan of distribution section for inclusion in the Securities Act as applicable Registration Statement, and not to it in connection with sales of Registrable Securities distribute any Shares purchased from the Company pursuant to the Mandatory Investment Agreement other than in accordance with such plan of distribution. The Company agrees to include the Purchaser's plan of distribution in the Registration Statement (including any related prospectus) and any amendment or supplement theretoStatement.