Common use of OBLIGATIONS OF THE INVESTOR Clause in Contracts

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 or the first sentence of 3.5, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.53(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.53(e).

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Registration Statementparties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor for the 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 and of the Investor agrees to that the Investor shall furnish to the Company that 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 be required to effect and maintain the effectiveness of the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) 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 any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(p) or the first sentence of 3.53(f), the Investor will shall immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.6 3(p) or the first sentence of 3.5Section 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 Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(p) or the first sentence of Section 3(f) and for which the Investor has not yet settled. (d) The Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of the resale of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.5Section 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering the resale of such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.5Section 3(e).

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistered Securities, the Company Investor shall notify have the Investor in writing of the information the Company requires from the Investor for the Registration Statement. following obligations; (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Registered Securities and of the Investor agrees to that the Investor shall timely furnish to the Company that such information regarding itself, the Registrable Registered Securities held by it, and the intended method of disposition of the Registrable Registered Securities held by it, as shall be reasonably be required to effect the registration of such Registrable Registered Securities and the Investor shall timely execute such documents in connection with such registration as the Company may reasonably request. . (b) The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 The Investor, by its ’s acceptance of the Registrable Securities, Registered Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement.; and 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(d)(ii) or the first sentence of 3.5(iii) or 3(g) above, the Investor will immediately discontinue disposition of Registrable Registered Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Registered Securities until the Investor’s receipt of Investor receives the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(d)(ii) or (iii) or 3(g) and, if so directed by the first sentence Company, the Investor shall deliver to the Company (at the expense of 3.5the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Investor’s possession, of the prospectus covering such Registered Securities current at the time of receipt of such notice.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Registration Statementparties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor for the 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 and of the Investor agrees to that the Investor shall furnish to the Company that 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 be required to effect and maintain the effectiveness of the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) 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 any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(g) or the first sentence of 3.53(f), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(g) or the first sentence of 3.5Section 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 the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’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 the Investor has not yet settled. (d) The Investor covenants and agrees that it 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.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 or the first sentence of 3.5, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, the Company Investor shall notify have the Investor in writing of the information the Company requires from the Investor for the Registration Statement. following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and of the Investor agrees to that the Investor shall furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale At least three (3) business days prior to the first anticipated filing date of Registrable Securities by it pursuant to the Registration Statement, it the Company shall comply with notify the “Plan of Distribution” section Investor of the then current prospectus relating to such Registration Statementinformation the Company requires from each Investor. 4.2 b. The Investor, by its the Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement Statements hereunder, unless the Investor has notified the Company in writing of an the Investor's election to exclude all of the Investor’s 's Registrable Securities from the Registration Statements. c. In the event of an underwritten offering pursuant to Section 2(d) in which any Registrable Securities are to be included, the Investor agrees to enter into and perform the Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Investor has notified the Company in writing of the Investor's election to exclude all of the Investor's Registrable Securities from such Registration Statement. 4.3 d. The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 or the first sentence of 3.53(g), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(g) and, if so directed by the Company, the Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the first sentence Company a certificate of 3.5destruction) all copies in the Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Investor may participate in any underwritten registration hereunder unless the Investor (i) agrees to sell the Investor's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 6 below. f. If so requested by the Company, Holder agrees to furnish to the Company a completed questionnaire in substantially the form attached to this Agreement as Exhibit B (a “Selling Shareholder Questionnaire”) by the end of the third (3rd) Trading Day following the date on which such Holder receives draft materials in accordance with this Section.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 3.4 or the first sentence of 3.5Section 3.3, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3.4 or the first sentence of 3.5Section 3.3.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor for the in connection with any Registration StatementStatement hereunder. It The Investor 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 and the Investor agrees to furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees thatNotwithstanding the foregoing, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it Statement shall comply with contain the “Selling Stockholder” and “Plan of Distribution” section of sections, each in substantially the then current prospectus relating form provided to such Registration Statementthe Company by the Investor. 4.2 b. The Investor, by its acceptance of the Registrable Securities, Investor 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 the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 c. The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3.6 3(f) or the first sentence of 3.5Section 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until withdrawal of a stop order contemplated by Section 3(f) or the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(e). Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to promptly issue DWAC Shares in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’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 3.5Section 3(e) and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5a) calendar days prior The Investor 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 Investor shall as soon as reasonably practicable discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the first anticipated filing date of contrary, subject to compliance with the Registration Statementsecurities laws, the Company shall notify the cause its transfer agent to deliver unlegended certificates for Common Shares to a transferee of an Investor in writing accordance with the terms of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Purchase Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(d) and for which the Investor has not yet settled. (b) The Investor covenants and agrees that it 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 Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (c) 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 any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 or the first sentence of 3.5, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, the Company Investor shall notify have the Investor in writing of the information the Company requires from the Investor for the Registration Statement. following obligations; (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and of the Investor agrees to that the Investor shall timely furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall timely execute such documents in connection with such registration as the Company may reasonably request. . (b) The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 The Investor, 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 any the Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement.; and 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(d)(ii) or the first sentence of 3.5(iii) or 3(g) above, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Investor’s receipt of Investor receives the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(d)(ii) or (iii) or 3(g) and, if so directed by the first sentence Company, the Investor shall deliver to the Company (at the expense of 3.5the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Investor’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days Business Days prior to the first anticipated filing date of the each Registration Statement, the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor for the Registration Statementin connection with any registration statement hereunder. It The Investor 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 and the Investor agrees to furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) 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 any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3.6 3(f) or the first sentence of 3.5Section 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(sregistration statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.5Section 3(e). Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver Common Shares without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistered Securities, the Company Investor shall notify have the Investor in writing of the information the Company requires from the Investor for the Registration Statement. following obligations; (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Registered Securities and of the Investor agrees to that the Investor shall timely furnish to the Company that such information regarding itself, the Registrable Registered Securities held by it, and the intended method of disposition of the Registrable Registered Securities held by it, as shall be reasonably be required to effect the registration of such Registrable Registered Securities and the Investor shall timely execute such documents in connection with such registration as the Company may reasonably request. . (b) The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 The Investor, by its 's acceptance of the Registrable Securities, Registered Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement.; and 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(d)(ii) or the first sentence of 3.5(iii) or 3(g) above, the Investor will immediately discontinue disposition of Registrable Registered Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Registered Securities until the Investor’s receipt of Investor receives the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(d)(ii) or (iii) or 3(g) and, if so directed by the first sentence Company, the Investor shall deliver to the Company (at the expense of 3.5the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Investor's possession, of the prospectus covering such Registered Securities current at the time of receipt of such notice.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, the Company Investor shall notify have the Investor in writing of the information the Company requires from the Investor for the Registration Statement. following obligations; (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and of the Investor agrees to that the Investor shall timely furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall timely execute such documents in connection with such registration as the Company may reasonably request. . (b) The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 The Investor, 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 any the Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement.; and 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(g) or the first sentence of 3.53(h) above, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Investor’s receipt of Investor receives the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(g) or 3(h) and, if so directed by the first sentence Company, the Investor shall deliver to the Company (at the expense of 3.5the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Investor’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days prior to the first anticipated filing date of the a Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from the each such Investor for the if such Investor elects to have any of such Investor'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 and the of a particular Investor agrees to that such Investor shall furnish in writing to the Company that 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 required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Each Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the a Registration Statement, it shall comply with the “"Plan of Distribution” " section of the then current prospectus relating to such Registration Statement. 4.2 (b) The Investor, by its such Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the such Investor has notified the Company in writing of an such Investor's election to exclude all of the such Investor’s 's Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.53(e), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the such Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.53(e).

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from Investor if Investor elects to have any of the Investor for the 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 and of the Investor agrees to and Investor shall furnish in writing to the Company that 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 required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “"Plan of Distribution” " section of the then current prospectus relating to such Registration Statement. 4.2 (b) The Investor, by its Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s 's Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.53(e), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.5.3(e)

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.53(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.5.3(e)

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five two (52) calendar days Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Registration Statementparties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor for the 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 and of the Investor agrees to that the Investor shall furnish to the Company that 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 be required to effect and maintain the effectiveness of the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) 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 any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(l) or the first sentence of 3.53(f), the Investor will shall immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.6 3(l) or the first sentence of 3.5Section 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 Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(l) or the first sentence of Section 3(f) and for which the Investor has not yet settled. (d) The Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five two (52) calendar days Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Registration Statementparties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor for the 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 and of the Investor agrees to that the Investor shall promptly furnish to the Company that 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 be required to effect and maintain the effectiveness of the registration of such Registrable Securities Securities, and the Investor shall promptly execute such documents in connection with such registration as the Company may reasonably request. . (b) The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 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 any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(l) or the first sentence of 3.53(f), the Investor will shall immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.6 3(l) or the first sentence of 3.5Section 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 Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(l) or the first sentence of Section 3(f) and for which the Investor has not yet settled. (d) The Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete In connection with the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and Securities, the Investor shall execute such documents in connection with such registration as have the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement.following obligations: 4.2 (a) The Investor, by its the Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the Investor has notified the Company in writing of an such Investor's election to exclude all of the such Investor’s 's Registrable Securities from such the Registration Statement.; 4.3 (b) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(d)(iii) or the first sentence of 3.53(f), above, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(d)(iii) or 3(f) and, if so directed by the first sentence Company, the Investor shall deliver to the Company (at the expense of 3.5.the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice; (c) Notwithstanding anything in this Agreement to the contrary, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies the Investor in writing that the effectiveness of the Registration Statement is suspended for any reason, whether due to a Potential Material Event or otherwise, the Investor shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of such notice until the Investor receives written notice from the Company that such the effectiveness of the Registration Statement has been restored, whether because the Potential Material Event has been disclosed to the public or it no longer constitutes a Potential Material Event or otherwise; PROVIDED, HOWEVER, that the Company may not so suspend the right to such holder of Registrable Securities during the periods the Registration Statement is required to be in effect other than during a Permitted Suspension Period (and the applicable provisions of Section 2(b) shall apply with respect to any such suspension other than during a Permitted Suspension Period) . The term "Permitted Suspension Period" means up to two such suspension periods during any consecutive 12-month period, each of which suspension period shall not either (i) be for more than ten (10) business days or (ii) begin less than ten (10) business days after the last day of the preceding suspension (whether or not such last day was during or after a Permitted Suspension Period)

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Registration Statementparties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor for the 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 and of the Investor agrees to that the Investor shall furnish to the Company that 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 be required to effect and maintain the effectiveness of the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) 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 any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(p) or the first sentence of 3.53(f), the Investor will shall (i) immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.6 3(o) or the first sentence of 3.5Section 3(f) or receipt of notice that no supplement or amendment is required and (ii) maintain the confidentiality of any information included in such notice delivered by the Company unless otherwise required by law or subpoena. 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 Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s 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 for which the Investor has not yet settled. (d) The Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days prior to the first anticipated filing date of the a Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from Investor if Investor elects to have any of the Investor for the 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 and of the Investor agrees to and Investor shall furnish in writing to the Company that 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 required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the a Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) The Investor, by its Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.53(e), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.5.3(e)

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, each Investor shall have the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the of an Investor agrees to that such Investor shall furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant At least five (5) business days prior to the first anticipated filing date of a Registration Statement, it the Company shall comply with the “Plan of Distribution” section notify each Investor of the then current prospectus relating information the Company requires from such Investor. Any such information shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading. An Investor must 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 Investor elects to have any Registrable Securities included in the Registration Statement. 4.2 The b. Each Investor, by its such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the such Investor has notified the Company in writing of an such Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 The c. In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities of any Investor are to be included, such Investor agrees to enter into and perform the Investor’s obligations under an underwriting agreement, in usual and customary form, including customary indemnification and contribution obligations (as applicable to selling security holders generally), 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 such Investor Registrable Securities. d. Each Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(e) or the first sentence of 3.53(f), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(e) or 3(f). e. Each Investor agrees that it will promptly notify the first sentence Company of 3.5any material changes in the information set forth in a Registration Statement furnished by or regarding such Investor, other than changes in the number of shares beneficially owned.

OBLIGATIONS OF THE INVESTOR. 4.1 In connection with the registration of the Registrable Securities, the Investor shall have the following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration of Registrable Securities pursuant to this Agreement that the Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from the Investor for if the Investor elects to have any of the Investor's Registrable Securities included in the Registration Statement. It shall be a condition precedent to . b. The Investor by the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition Investor's acceptance of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 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 any the Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor's election to exclude all of the Investor’s 's Registrable Securities from such the Registration Statement. 4.3 c. The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(d) or the first sentence of 3.53(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(d) or 3(e) and, if so directed by the first sentence Company, the Investor shall deliver to the Company (at the expense of 3.5the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. d. The Investor may not participate in any underwritten registration hereunder unless the Investor (i) agrees to sell the Investor's Registrable Securities 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 (provided that all such agreements and documents shall be in substantially the same form as those executed by the Company and the other selling stockholders participating in such distribution), and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. e. The Investor shall give notice to the Company when it has sold all of the Registrable Securities.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from Investor if Investor elects to have any of the Investor for the 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 and of the Investor agrees to and Investor shall furnish in writing to the Company that 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 required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) The Investor, by its Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.53(e), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.5.3(e)

OBLIGATIONS OF THE INVESTOR. 4.1 (A) At least five (5) calendar days prior to the first anticipated filing date of the a Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from the each such Investor for the if such Investor elects to have any of such Investor'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 and the of a particular Investor agrees to that such Investor shall furnish in writing to the Company that 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 required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Each Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the a Registration Statement, it shall comply with the “"Plan of Distribution” " section of the then current prospectus relating to such Registration Statement. 4.2 (B) The Investor, by its such Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the such Investor has notified the Company in writing of an such Investor's election to exclude all of the such Investor’s 's Registrable Securities from such Registration Statement. 4.3 (C) The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.53(e), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the such Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.53(e).

OBLIGATIONS OF THE INVESTOR. 4.1 In connection with the registration of the Registrable Securities, the Investor shall have the following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration of Registrable Securities pursuant to this Agreement that the Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five twenty (520) calendar days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from the Investor for if the Registration Statement. It shall be a condition precedent Investor elects to the obligations have any of the Company to complete the registration pursuant to this Agreement with respect to the Investor's Registrable Securities and included in the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 b. The Investor, by its the Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, or any amendment thereto, unless the Investor has notified the Company in writing of an the Investor's election to exclude all of the Investor’s 's Registrable Securities from such the Registration Statement. 4.3 c. The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(d) or the first sentence of 3.53(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(d) or 3(e) and, if so directed by the first sentence Company, the Investor shall deliver to the Company (at the expense of 3.5the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. d. The Investor may not participate in any underwritten registration hereunder unless the Investor (i) agrees to sell the Investor's Registrable Securities 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 (provided that all such agreements and documents shall be in substantially the same form as those executed by the Company and the other selling stockholders participating in such distribution), and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. e. The Investor shall give notice to the Company when it has sold all of the Registrable Securities.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “"Plan of Distribution” " section of the then current prospectus relating to such Registration Statement. 4.2 (b) 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s 's Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.53(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.53(e).

OBLIGATIONS OF THE INVESTOR. 4.1 (A) At least five (5) calendar days prior to the first anticipated filing date of the a Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from Investor if Investor elects to have any of the Investor for the 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 and of the Investor agrees to and Investor shall furnish in writing to the Company that 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 required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the a Registration Statement, it shall comply with the “"Plan of Distribution” " section of the then current prospectus relating to such Registration Statement. 4.2 (B) The Investor, by its Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s 's Registrable Securities from such Registration Statement. 4.3 (C) The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.53(e), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.5.3(e)

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5a) calendar days prior The Investor 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 Investor shall as soon as reasonably practicable discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the first anticipated filing date of contrary, subject to compliance with the Registration Statementsecurities laws, the Company shall notify the cause its transfer agent to deliver unlegended certificates for Ordinary Shares to a transferee of an Investor in writing accordance with the terms of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Purchase Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(d) and for which the Investor has not yet settled. (b) The Investor covenants and agrees that it 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 Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (c) 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 any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 or the first sentence of 3.5, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Registration Statementparties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor for the 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 and of the Investor agrees to that the Investor shall furnish to the Company that 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 be required to effect and maintain the effectiveness of the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) 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 any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(p) or the first sentence of 3.53(f), the Investor will immediately shall as soon as is reasonably practicable discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.6 3(p) or the first sentence of 3.5Section 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 Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(p) or the first sentence of Section 3(f) and for which the Investor has not yet settled. (d) The Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 or the first sentence of 3.5, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5. 4.4 The Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE INVESTOR. 4.1 (A) At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of the resale of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (B) 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (C) The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 3(F) or the first sentence of 3.5Section 3(E), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering the resale of such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(F) or the first sentence of 3.5Section 3(E).

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5a) calendar days prior to the first anticipated filing date of the Registration Statement, the Company The Investor shall notify the Investor furnish in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The At least seven (7) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Investor covenants and agrees that, in connection with of the information the Company requires from the Investor if the Investor elects to have any sale of its Registrable Securities by it pursuant to included in the Registration Statement, it . The Investor shall comply with provide such information to the “Plan Company at least three (3) Business Days prior to the first anticipated filing date of Distribution” section such Registration Statement if the Investor elects to have any of its Registrable Securities included in the then current prospectus relating to such Registration Statement. 4.2 (b) The Investor, by its acceptance of the Registrable Securities, Securities agrees to timely cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the Investor has notified the Company in writing of an its election to exclude all of the Investor’s its Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of an event pursuant to Section 2.5(d)(C), Section 2.5(d)(D) and Section 2.5(e) hereof, the Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Investor is advised by the Company that such dispositions may again be made. Notwithstanding anything to the contrary in this Section 2.6(c), the Investor may dispose of the Class A Ordinary Shares or ADSs it holds and the Company shall cause its transfer agent to deliver unlegended Class A Ordinary Shares to a transferee of the Investor in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3.6 or the first sentence of 3.5this Section 2.6(c), and for which the Investor will immediately discontinue disposition of Registrable Securities pursuant has not yet settled. (d) Notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing in this Agreement shall require the Investor to provide any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented non-public financial information with respect to itself or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5its Affiliates.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Registration Statementparties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities such Registration Statement, and the Investor agrees to shall (i) promptly furnish to the Company that such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the such Registrable Securities Securities, as shall be reasonably be required to effect and maintain the effectiveness of the registration of such Registrable Securities and the Investor shall (ii) promptly execute such documents in connection with such registration as the Company may reasonably request. . (b) The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 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 any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(p) or the first sentence of 3.53(f), the Investor will shall immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.6 3(p) or the first sentence of 3.5Section 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, free from all restrictive legends (except as otherwise required by this Agreement, the Purchase Agreement or applicable federal or state securities laws), to a transferee of the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(p) or the first sentence of Section 3(f) and for which the Investor has not yet settled. (d) The Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days Business Days prior to the first anticipated filing date of the each Registration Statement, the Company shall notify the each Investor in writing of the information the Company requires from the each such Investor for the 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 and the of a particular Investor agrees to that such Investor shall furnish to the Company that 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 be required to effect and maintain the effectiveness of the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 The (b) Each Investor, by its such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any each Registration Statement hereunder, unless the such Investor has notified the Company in writing of an such Investor’s election to exclude all of the such Investor’s Registrable Securities from such Registration Statement. 4.3 The (c) Each Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(g) or the first sentence of 3.53(f), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(g) or the first sentence of 3.5Section 3(f) or receipt of notice that no supplement or amendment is required. Subject to compliance with securities laws, notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver unlegended shares (or book entries) of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which such Investor has entered into a contract for sale prior to the Investor’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 Investor has not yet settled. (d) Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Registration Statementparties agree), the Company shall notify the Investor in writing of the information that the Company requires from the Investor for the 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 and of the Investor agrees to that the Investor shall furnish to the Company that 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 be required to effect and maintain the effectiveness of the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) 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 any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(p) or the first sentence of 3.53(f), the Investor will shall immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.6 3(p) or the first sentence of 3.5Section 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 Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(p) or the first sentence of Section 3(f) and for which the Investor has not yet settled. (d) The Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE INVESTOR. 4.1 (A) At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from Investor if Investor elects to have any of the Investor for the 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 and of the Investor agrees to and Investor shall furnish in writing to the Company that 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 required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “"Plan of Distribution” " section of the then current prospectus relating to such Registration Statement. 4.2 (B) The Investor, by its Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s 's Registrable Securities from such Registration Statement. 4.3 (C) The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.53(e), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.5.3(e)

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor for the in connection with any Registration StatementStatement hereunder. It The Investor 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 and the Investor agrees to as soon as practicable furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. . b. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statementhereunder and any amendments and supplements thereto. 4.3 c. The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3.6 3(f) or the first sentence of 3.53(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) or the supplemented or amended prospectus as contemplated by 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 Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company to the Investor of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.5Section 3(e) and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor for the in connection with any Registration StatementStatement hereunder. It The Investor 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 and the Investor agrees to furnish to the Company that 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 be required to effect the registration Registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration Registration as the Company may reasonably request. The Investor covenants Company shall use its commercial reasonable best efforts to have the “Selling Stockholder” and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section sections of the then current prospectus relating Registration Statement reflect the language substantially in the form timely provided to such Registration Statementthe Company by the Investor. 4.2 b. The Investor, by its acceptance of the Registrable Securities, Investor 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 the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 c. The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3.6 3(f) or the first sentence of 3.53(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until withdrawal of a stop order contemplated by Section 3(f) or the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(e). Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to promptly issue DWAC Shares in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’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 3.5Section 3(e) and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Registration Statementparties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor for the 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 and of the Investor agrees to that the Investor shall furnish to the Company that 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 be required to effect and maintain the effectiveness of the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) 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 any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(g) or the first sentence of 3.53(f), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(g) or the first sentence of 3.5Section 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 the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’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 the Investor has not yet settled. (d) The Investor covenants and agrees that it 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.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5a) calendar days prior The Investor agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(d) the Investor shall as soon as reasonably practicable discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the first anticipated filing date of contrary contained herein, subject to compliance with the Registration Statementsecurities laws, the Company shall notify cause its transfer agent to deliver unlegended certificates for Common Shares to a transferee of the Investor in writing accordance with the terms of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Purchase Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(d) and for which the Investor has not yet settled. (b) The Investor covenants and agrees that it 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 Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (c) 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 any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 or the first sentence of 3.5, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete In connection with the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and Securities, the Investor shall execute such documents in connection with such registration as have the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement.following obligations: 4.2 (a) The Investor, by its the Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the Investor has notified the Company in writing of an such Investor's election to exclude all of the such Investor’s 's Registrable Securities from such the Registration Statement.; 4.3 (b) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(d)(iii) or the first sentence of 3.53(f), above, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(d)(iii) or 3(f) and, if so directed by the first sentence Company, the Investor shall deliver to the Company (at the expense of 3.5.the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice; (c) Notwithstanding anything in this Agreement to the contrary, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies the Investor in writing that the effectiveness of the Registration Statement is suspended for any reason, whether due to a Potential Material Event or otherwise, the Investor shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of such notice until the Investor receives written notice from the Company that such the effectiveness of the Registration Statement has been restored, whether because the Potential Material Event has been disclosed to the public or it no longer constitutes a Potential Material Event or otherwise; provided, however, that the Company may not so suspend the right to such holder of Registrable Securities during the periods the Registration Statement is required to be in effect other than during a Permitted Suspension Period (and the applicable provisions of Section 2(b) shall apply with respect to any such suspension other than during a Permitted Suspension Period) . The term "Permitted Suspension Period" means up to two such suspension periods during any consecutive 12-month period, each of which suspension period shall not either (i) be for more than ten (10) business days or (ii) begin less than ten (10) business days after the last day of the preceding suspension (whether or not such last day was during or after a Permitted Suspension Period)

OBLIGATIONS OF THE INVESTOR. 4.1 (A) At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “"Plan of Distribution” " section of the then current prospectus relating to such Registration Statement. 4.2 (B) 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s 's Registrable Securities from such Registration Statement. 4.3 (C) The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.53(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.53(e).

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days Business Days prior to the first anticipated filing date of the each Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from the Investor for the 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 and of the Investor agrees to that the Investor shall furnish to the Company that 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 be required to effect and maintain the effectiveness of the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) 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 any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(g) or the first sentence of 3.53(f), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(g) or the first sentence of 3.5Section 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 the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’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 the Investor has not yet settled. (d) The Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, each Investor shall have the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the of an Investor agrees to that such Investor shall furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant At least seven (7) business days prior to the first anticipated filing date of a Registration Statement, it the Company shall comply with the “Plan of Distribution” section notify each Investor of the then current prospectus relating information the Company requires from such Investor. Any such information shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading. An Investor must 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 Investor elects to have any Registrable Securities included in the Registration Statement. 4.2 The b. Each Investor, by its such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the such Investor has notified the Company in writing of an such Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 The c. In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities of any Investor are to be included, such Investor agrees to enter into and perform the Investor’s obligations under an underwriting agreement, in usual and customary form, including customary indemnification and contribution obligations (as applicable to selling security holders generally), 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 such Investor Registrable Securities. d. Each Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(e) or the first sentence of 3.53(f), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(e) or 3(f). e. Each Investor agrees that it will not effect any disposition or other transfer of the first sentence Registrable Securities that would constitute a sale within the meaning of 3.5the Securities Act other than transactions exempt from the registration requirements of the Securities Act or pursuant to, and as contemplated in, a Registration Statement, and that it will promptly notify the Company of any material changes in the information set forth in a Registration Statement furnished by or regarding such Investor or its plan of distribution other than changes in the number of shares beneficially owned.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days Business Days prior to the first anticipated filing date of the each Registration Statement, the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor for the Registration Statementin connection with any registration statement hereunder. It The Investor 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 and the Investor agrees to furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) 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 any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3.6 ‎3(f) or the first sentence of 3.5Section ‎3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(sregistration statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 ‎3(f) or the first sentence of 3.5Section ‎3(e). Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver Common Shares without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section ‎3(f) or the first sentence of Section ‎3(e) and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days prior to the first anticipated filing date of the a Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from Investor if Investor elects to have any of the Investor for the 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 and of the Investor agrees to and Investor shall furnish in writing to the Company that 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 required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the a Registration Statement, it shall comply with the “"Plan of Distribution” " section of the then current prospectus relating to such Registration Statement. 4.2 (b) The Investor, by its Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s 's Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.53(e), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.5.3(e)

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, Investor shall have the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be following obligations: (a) As a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the of a particular Investor, Investor agrees to shall furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale At least five (5) days prior to the first anticipated filing date of Registrable Securities by it pursuant to the Registration Statement, it the Company shall comply with the “Plan of Distribution” section notify Investor of the then current prospectus relating information the Company requires from Investor (the "Requested Information") if Investor elects to such have any of its Registrable Securities included in the Registration Statement.. If at least two (2) business days prior to the filing date the Company has not received the Requested Information from an Investor (a "Non-Responsive Investor"), then the Company may file the Registration Statement without including Registrable Securities of such Non-Responsive Investor; 4.2 The Investor, by its acceptance of the Registrable Securities, agrees to (b) To cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the Investor has notified the Company in writing of an its election to exclude all of the Investor’s its Registrable Securities from such the Registration Statement.; and 4.3 The Investor agrees that, upon (c) Upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(e) or the first sentence of 3.53(f), the above, Investor will shall immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(e) or 3(f) and, if so directed by the first sentence Company, Investor shall deliver to the Company (at the expense of 3.5the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor for the in connection with any Registration StatementStatement hereunder. It The Investor 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 and the Investor agrees to as soon as practicable furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. . b. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statementhereunder and any amendments and supplements thereto. 4.3 c. The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3.6 3(f) or the first sentence of 3.5Section 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) or the supplemented or amended prospectus as contemplated by the first sentence of Section 3.6 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 Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company to the Investor of the happening of any event of the kind described in Section 3(f) or the first sentence of 3.5Section 3(e) and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5a) calendar days prior to the first anticipated filing date of the Registration Statement, the Company The Investor shall notify the Investor furnish in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor covenants and agrees that, in connection with of the information the Company requires from such Investor if such Investor elects to have any sale of the Registrable Securities by it pursuant to included in the Registration Statement, it . The Investor shall comply with provide such information to the “Plan Company at least two (2) Business Days prior to the first anticipated filing date of Distribution” section such Registration Statement if such Investor elects to have any of the then current prospectus relating to such Registrable Securities included in the Registration Statement. 4.2 (b) The Investor, 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 any a Registration Statement hereunder, unless the Investor has notified the Company in writing of an its election to exclude all of the Investor’s its Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of any an event of the kind described in pursuant to Section 3.6 or the first sentence of 3.53(h) hereof, the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated filed with the SEC and until any related post-effective amendment is declared effective and, if so directed by Section 3.6 the Company, the Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the first sentence Company a certificate of 3.5destruction) all copies in the Investor’s possession of the Prospectus covering the Registrable Securities current at the time of receipt of such notice.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. All information provided to the Company shall be true in all material respects. 4.2 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 or the first sentence of 3.5, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5.

OBLIGATIONS OF THE INVESTOR. 4.1 In connection with the registration of the Registrable Securities, the Investors shall have the following obligations: (a) 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 that each Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) calendar business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor in writing Investors of the any information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statementthem. 4.2 The Investor, by its acceptance of the Registrable Securities, (b) Each Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder. (c) If the Investors determine to engage the services of an underwriter, unless the Investor has notified Investors agree 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 underwriter(s) of such offering and the Company and take such other actions as are reasonably required in writing of an election order to exclude all expedite or facilitate the disposition of the Registrable Securities, provided, however, that an Investor shall not be required to make any representations, warranties or indemnities except as they relate to such Investor’s 's ownership of securities and authority to enter into the underwriting agreement and to such Investor's intended method of distribution, and the liability of such Investor shall be limited to an amount equal to the net proceeds from the offering received by such Investor. (d) The Investors will not participate in any underwritten distribution hereunder unless they (i) agree to sell such the Registrable Securities from on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, provided, however, that an Investor shall not be required to make any representations, warranties or indemnities except as they relate to such Registration Statement. 4.3 The Investor's ownership of securities and authority to enter into the underwriting agreement and to such Investor's intended method of distribution, and the liability of such Investor agrees that, upon receipt of written notice shall be limited to an amount equal to the net proceeds from the Company offering received by such Investor, (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the happening terms of such underwriting arrangements, provided, however, that an Investor shall not be required to make any event of the kind described in Section 3.6 representations, warranties or the first sentence of 3.5, the Investor will immediately discontinue disposition of Registrable Securities pursuant indemnities except as they relate to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt 's ownership of securities and authority to enter into the copies underwriting agreement and to such Investor's intended method of distribution, and the supplemented or amended prospectus contemplated liability of such Investor shall be limited to an amount equal to the net proceeds from the offering received by Section 3.6 or such Investor, and (iii) agree to pay all brokers fees, underwriting discounts and commissions and other selling expenses applicable to the first sentence of 3.5Registrable Securities.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “"Plan of Distribution” " section of the then current prospectus relating to such Registration Statement. 4.2 (b) 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s 's Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.53(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.5.3(e)

OBLIGATIONS OF THE INVESTOR. 4.1 1. At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 2. 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 3. The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 or the first sentence of 3.5, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, each Investor shall have the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the of an Investor agrees to that such Investor shall furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, it the Company shall comply with the “Plan of Distribution” section notify each Investor of the then current prospectus relating information the Company requires from such Investor. Any such information shall not contain any untrue statement of a material fact or omit to such Registration Statementstate a material fact required to be stated therein, or necessary to make the statements therein not misleading. 4.2 The b. Each Investor, by its such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the such Investor has notified the Company in writing of an such Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 The c. Upon request, in the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities of any Investor are to be included, such Investor agrees to enter into and perform the Investor’s obligations under an underwriting agreement, in usual and customary form, including customary indemnification and contribution obligations (as applicable to selling security holders generally), with the managing underwriter of such offering; provided, that no Investor including Registrable Securities in any underwritten offering shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such Investor, such Investor’s ownership of its Registrable Securities to be sold in the offering and such Investor’s intended method of distribution or to undertake any indemnification obligations to the Company or the underwriters with respect thereto except to the extent expressly set forth in Section 7 hereof. d. Each Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(e) or the first sentence of 3.53(f), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(e) or the first sentence of 3.53(f).

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor for the Registration Statementin connection with any registration statement hereunder. It The Investor 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 and the Investor agrees to furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees thatNotwithstanding the foregoing, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it Statement shall comply with contain the “Plan of Distribution” section of and, if applicable the then current prospectus relating “Selling Stockholder” section, each in substantially the form provided to such Registration Statementthe Company by the Investor. 4.2 b. The Investor, by its acceptance of the Registrable Securities, Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement registration statement or prospectus supplement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 c. The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or the first sentence of Section 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until withdrawal of a stop order contemplated by Section 3(f) or the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e). Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to promptly issue DWAC Shares in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.5, Section 3(e) and for which the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5has not yet settled.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Registration Statementparties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities such Registration Statement, and the Investor agrees to shall (i) promptly furnish to the Company that such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the such Registrable Securities Securities, as shall be reasonably be required to effect and maintain the effectiveness of the registration of such Registrable Securities and the Investor shall (ii) promptly execute such documents in connection with such registration as the Company may reasonably request. . (b) The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 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 any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(p) or the first sentence of 3.53(f), the Investor will shall immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.6 3(p) or the first sentence of 3.5Section 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 Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(p) or the first sentence of Section 3(f) and for which the Investor has not yet settled. (d) The Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, each Investor shall have the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the of an Investor agrees to that such Investor shall furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant At least five (5) business days prior to the first anticipated filing date of a Registration Statement, it the Company shall comply with the “Plan of Distribution” section notify each Investor of the then current prospectus relating information the Company requires from such Investor. Any such information shall not contain any untrue statement of a material fact or omit to such Registration Statementstate a material fact required to be stated therein, or necessary to make the statements therein not misleading. 4.2 The b. Each Investor, by its such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the such Investor has notified the Company in writing of an such Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 The c. In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities of any Investor are to be included, such Investor agrees to enter into and perform the Investor’s obligations under an underwriting agreement, in usual and customary form, including customary indemnification and contribution obligations (as applicable to selling security holders generally), 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 such Investor’s Registrable Securities. d. Each Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(e) or the first sentence of 3.53(f), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(e) or the first sentence of 3.53(f).

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar business days prior to the first anticipated filing date of the a Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from the Investor for if the Investor’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 and of the Investor agrees to that the Investor shall furnish to the Company that 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 be required to effect the effectiveness of the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 Sections 3(e) or the first sentence of 3.53(f), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.6 Sections 3(e) or 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the first sentence contrary, the Company shall cause its transfer agent to deliver unlegended shares of 3.5Common Stock to a transferee of the Investor in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’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 the Investor has not yet settled. (d) The Investor covenants and agrees that he 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 a Registration Statement.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor for the Registration Statementin connection with any registration statement hereunder. It The Investor 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 and the Investor agrees to furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees thatNotwithstanding the foregoing, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it Statement shall comply with contain the “Plan of Distribution” section of and, if applicable the then current prospectus relating “Selling Stockholder” section, each in substantially the form provided to such Registration Statementthe Company by the Investor. 4.2 b. The Investor, by its acceptance of the Registrable Securities, Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement registration statement or prospectus supplement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 c. The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3.f) or the first sentence of Section 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until withdrawal of a stop order contemplated by Section 3.f) or the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.e). Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to promptly issue DWAC Shares in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3.6 3.f) or the first sentence of 3.5, Section 3.e) and for which the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5has not yet settled.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5a) calendar days prior to the first anticipated filing date of the Registration Statement, the The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor for the in connection with any Registration StatementStatement hereunder. It The Investor 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 and the Investor agrees to furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. . (b) The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3.6 3(f) or the first sentence of 3.5Section 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) or of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.53(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 Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, the Company Investor shall notify have the Investor in writing of the information the Company requires from the Investor for the Registration Statement. following obligations; (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and of the Investor agrees to that the Investor shall timely furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall timely execute such documents in connection with such registration as the Company may reasonably request. . (b) The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 The Investor, 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 any the Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement.; and 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(g) or the first sentence of 3.53(h) above, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Investor’s receipt of Investor receives the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(g) or 3(h) and, if so directed by the first sentence Company, the Investor shall deliver to the Company (at the expense of 3.5the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5a) calendar days prior to the first anticipated filing date of the Registration Statement, the Company The Investor shall notify the Investor furnish in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Investor covenants and agrees that, in connection with of the information the Company requires from the Investor if the Investor elects to have any sale of its Registrable Securities by it pursuant to included in the Registration Statement, it . The Investor shall comply with provide such information to the “Plan Company at least two (2) Business Days prior to the first anticipated filing date of Distribution” section such Registration Statement if the Investor elects to have any of its Registrable Securities included in the then current prospectus relating to such Registration Statement. 4.2 (b) The Investor, 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 any a Registration Statement hereunder, unless the Investor has notified the Company in writing of an its election to exclude all of the Investor’s its Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of either the commencement of a suspension pursuant to Section 2.3(b)(ii) or the happening of any an event of the kind described in contemplated by Section 3.6 2.6(d)(C) or the first sentence of 3.5Section 2.6(d)(E) hereof, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until the Investor’s receipt of Investor is advised by the copies of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5Company that such dispositions may again be made.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, the Company Investor shall notify have the Investor in writing of the information the Company requires from the Investor for the Registration Statement. following obligations: (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the of a particular Investor agrees to that such Investor shall furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale At least ten (10) days prior to the first anticipated filing date of Registrable Securities by it pursuant to the Registration Statement, it the Company shall comply with the “Plan of Distribution” section notify Investor of the then current prospectus relating information the Company requires from each such Investor (the "Requested Information") if such Investor elects to have any of such Investor's Registrable Securities included in the Registration Statement.. If at least two (2) business days prior to the filing date the Company has not received the Requested Information from an Investor (a "Non-Responsive Investor"), then the Company may file the Registration Statement without including Registrable Securities of such Non-Responsive Investor; 4.2 The (b) Investor, by its such Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the such Investor has notified the Company in writing of an such Investor's election to exclude all of the such Investor’s 's Registrable Securities from such the Registration Statement.; and 4.3 The (c) Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(e) or the first sentence of 3.53(f), the above, such Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(e) or 3(f) and, if so directed by the first sentence Company, such Investor shall deliver to the Company (at the expense of 3.5the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, the Company Investor shall notify have the Investor in writing of the information the Company requires from the Investor for the Registration Statement. following obligations: (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the that such Investor agrees to shall furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The At least ten business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Investor covenants and agrees thatits counsel, in connection with any sale whether in-house or otherwise (“Counsel”) of the information relating to the Investor and the Registrable Securities by it pursuant the Company requires from the Investor in order to prepare and file a Registration Statement that complies with the Securities Act (the “Requested Information”). If four business days prior to the anticipated filing date the Company has not received the Requested Information from the Investor or its Counsel, then the Company shall send the Investor and its Counsel a reminder of such information request. If two business days prior to the anticipated filing date the Company still has not received the Requested Information from the Investor or its Counsel, then the Company may file the Registration Statement without including Registrable Securities of the Investor. However, promptly upon receipt of the Requested Information, and at the Investor’s expense, the Company shall file such amendment(s) to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating Statement as may be necessary to such Registration Statement. 4.2 The Investor, by its acceptance of include therein the Registrable Securities, . (b) The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any such Registration Statement hereunder, unless the Investor has notified the Company in writing of an its election in accordance with the terms and conditions of this Agreement to exclude all of the Investor’s its Registrable Securities from such Registration Statement. 4.3 (c) The Investor shall not prepare or use any Free Writing Prospectus (as such term is defined in Rule 405 under the Securities Act) unless any and all issuer information included therein has been approved by the Company (such approval not be unreasonably withheld). (d) As promptly as practicable after becoming aware of such event, the Investor shall notify the Company of the occurrence of any event, as a result of which the Prospectus included in a 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. (e) The Investor agrees that, upon receipt of written any notice from the Company of the happening occurrence of any event of the kind described in Section 3.6 3(g) or the first sentence of 3.53(h), the Investor will it shall immediately discontinue its disposition of Registrable Securities pursuant to any a Registration Statement(s) Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.6 3(g) and, if so directed by the Company, the Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the first sentence Company a certificate of 3.5destruction) all copies (other than permanent file copies) in the Investor’s possession of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, the Company Investor shall notify have the Investor in writing of the information the Company requires from the Investor for the Registration Statement. following obligations: (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the of a particular Investor agrees to that such Investor shall furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale At least ten (10) days prior to the first anticipated filing date of Registrable Securities by it pursuant to the Registration Statement, it the Company shall comply with the “Plan of Distribution” section notify each Investor of the then current prospectus relating information the Company requires from each such Investor (the "Requested Information") if such Investor elects to have any of such Investor's Registrable Securities included in the Registration Statement.. If at least two (2) business days prior to the filing date the Company has not received the Requested Information from an Investor (a "Non-Responsive Investor"), then the Company need not file the Registration Statement until receiving the response of such Non-Responsive Investor; 4.2 The (b) Each Investor, by its such Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the such Investor has notified the Company in writing of an such Investor's election to exclude all of the such Investor’s 's Registrable Securities from such the Registration Statement.; and 4.3 The (c) Each Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(g) or the first sentence of 3.53(h), the above, such Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(g) or the first sentence of 3.53(h).

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5a) calendar days prior The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(d) the Investor shall as soon as reasonably practicable discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the first anticipated filing date of contrary, subject to compliance with the Registration Statementsecurities laws, the Company shall notify cause its transfer agent to deliver unlegended book entry registrations for Ordinary Shares to a transferee of the Investor in writing accordance with the terms of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Purchase Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(d) and for which the Investor has not yet settled. (b) The Investor covenants and agrees that it 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 Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (c) 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 any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 or the first sentence of 3.5, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5a) calendar days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the The Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish has furnished to the Company that a Selling Securityholder Questionnaire and 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, as shall be reasonably be required to effect the registration of such Registrable Securities Securities, and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Investor covenants and agrees thatof the information the Company requires from the Investor, to the extent not included in connection with the Selling Securityholder Questionnaire, if the Investor elects to have any sale of the Registrable Securities by it pursuant to included in the Registration Statement, it . The Investor shall comply with provide such information to the “Plan Company at least two (2) Business Days prior to the first anticipated filing date of Distribution” section such Registration Statement if the Investor elects to have any of the then current prospectus relating to such Registrable Securities included in the Registration Statement. 4.2 (b) The Investor, 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 any a Registration Statement hereunder, unless the Investor has notified the Company in writing of an its election to exclude all of the Investor’s its Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii), or (ii) the happening of any an event of the kind described in pursuant to Section 3.6 or the first sentence of 3.53(h) hereof, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until the Investor’s receipt of Investor is advised by the copies of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5Company that such dispositions may again be made.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “"Plan of Distribution” " section of the then current prospectus relating to such Registration Statement. 4.2 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s 's Registrable Securities from such Registration Statement. 4.3 The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 or the first sentence of 3.5, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5a) calendar days prior to the first anticipated filing date of the Registration Statement, the The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor for the in connection with any Registration StatementStatement hereunder. It The Investor 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 and the Investor agrees to as soon as practicable furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. . (b) The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statementhereunder and any amendments and supplements thereto. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3.6 3(f) or the first sentence of 3.5Section 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) or of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.53(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 Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, the Company Investor shall notify have the Investor in writing of the information the Company requires from the Investor for the Registration Statement. following obligations; (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and of the Investor agrees to that the Investor shall timely furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall timely execute such documents in connection with such registration as the Company may reasonably request. . (b) The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 The Investor, 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 any the Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement.; and 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 2(g) or the first sentence of 3.52(h) above, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Investor’s receipt of Investor receives the copies of the supplemented or amended prospectus contemplated by Section 3.6 2(g) or 2(h) and, if so directed by the first sentence Company, the Investor shall deliver to the Company (at the expense of 3.5the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Investor’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, each Investor shall have the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. following obligations: (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the of a particular Investor agrees to that such Investor shall furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale At least ten (10) business days prior to the first anticipated filing date of Registrable Securities by it pursuant to the Registration Statement, it the Company shall comply with the “Plan of Distribution” section notify each Investor of the then current prospectus relating to information the Company requires from each such Investor (the "Requested Information") if such Investor has any Registrable Securities included in the Registration Statement.. If at least two (2) business days prior to the filing date the Company has not received the Requested Information from an Investor (a "Non-Responsive Investor"), then the Company may file the Registration Statement without including Registrable Securities of such Non-Responsive Investor; 4.2 The (b) Each Investor, by its such Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the such Investor has notified the Company in writing of an such Investor's election to exclude all of the such Investor’s 's Registrable Securities from such the Registration Statement.; and 4.3 The (c) Each Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.53(g), the above, such Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or 3(g) or such Investor is advised in writing by the first sentence Company that use of 3.5the applicable prospectus may be resumed and, if so directed by the Company, such Investor 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 Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, each Investor shall have the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. following obligations: (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the of a particular Investor agrees to that such Investor shall furnish to the Company that such information regarding himself or itself, the Registrable Securities held by him or it and the intended method of disposition of the Registrable Securities held by him or it as shall be reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale At least ten (10) days prior to the anticipated filing date of Registrable Securities by it pursuant to the Registration Statement, it the Company shall comply with the “Plan of Distribution” section notify each Investor of the then current prospectus relating to information the Company requires from each such Registration StatementInvestor. 4.2 The (b) Each Investor, by its such Investor'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 Registration Statement hereunder. The Company shall not be required to include in any Registration Statement hereunder, unless the Registrable Securities of any Investor has notified who fails to cooperate with the Company as reasonably requested in writing of an election to exclude all connection with the preparation and filing of the Investor’s Registrable Securities from such Registration Statement. 4.3 The (c) Each Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 Sections 3(e) or the first sentence of 3.53(f), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Sections 3(e) or 3(f) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction at the Company's request) all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (d) No Investor may participate in any underwritten distribution hereunder unless such Investor (i) agrees to sell such Investor'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 customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under underwritten offerings for selling shareholders, (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 3.6 5 below, and (iv) complies with all applicable laws in connection therewith. (e) In the event that in the judgment of the Company, it is advisable to suspend the use of a Prospectus included in the Registration Statement due to pending material developments or other events which have not yet been publicly disclosed and as to which the first sentence Company believes public disclosure would be detrimental to the Company, the Company shall notify each Investor to such effect, and, upon receipt of 3.5such notice, each Investor shall immediately discontinue any sales of Registerable Securities pursuant to the Registration Statement until such Investor receives copies of a supplemental or amended Prospectus or until such Investor is advised in writing by the Company that the then current Prospectus may be used and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus (a "DISCLOSURE DELAY PERIOD"). Notwithstanding the foregoing, there shall not be more than an aggregate of ninety (90) days in any twelve (12) month period during which the Company is in a Disclosure Delay Period.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 or the first sentence of Section 3.5, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of Section 3.5.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Registration Statementparties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor for the 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 and of the Investor agrees to that the Investor promptly shall furnish to the Company that 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 be required to effect and maintain the effectiveness of the registration of such Registrable Securities and the Investor promptly shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) 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 any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(p) or the first sentence of 3.53(f), the Investor will immediately shall (i) as soon as is reasonably practicable discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.6 3(p) or the first sentence of 3.5Section 3(f) or receipt of notice that no supplement or amendment is required and (ii) maintain the confidentiality of any information included in such notice delivered by the Company unless otherwise required by law or subpoena. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause the Transfer Agent to deliver DWAC Shares to a transferee of the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(p) or the first sentence of Section 3(f) and for which the Investor has not yet settled. (d) The Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Registration Statementparties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor for the 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 and of the Investor agrees to that the Investor shall furnish to the Company that 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 be required to effect and maintain the effectiveness of the registration of such Registrable Securities and the Securities. The Investor shall execute such documents in connection with such registration as the Company may reasonably request. . (b) The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 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 any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(p) or the first sentence of 3.53(f), the Investor will immediately shall as soon as is reasonably practicable discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.6 3(p) or the first sentence of 3.5Section 3(f) or receipt of notice that no supplement or amendment is required and maintain the confidentiality of any information included in such notice delivered by the Company unless otherwise required by law or subpoena. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its Transfer Agent to deliver DWAC Shares, free from all restrictive legends, to a transferee of the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(p) or the first sentence of Section 3(f) and for which the Investor has not yet settled. (d) The Investor covenants and agrees that it shall use commercially reasonable efforts to comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Registration Statementparties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor for the 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 and of the Investor agrees to that the Investor shall furnish to the Company that 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 be required to effect and maintain the effectiveness of the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) 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 any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3.01(p) or the first sentence of 3.5Section 3.01(f), the Investor will immediately shall as soon as is reasonably practicable (i) discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.6 3.01(p) or the first sentence of 3.5Section 3.01(f) or receipt of notice that no supplement or amendment is required and (ii) maintain the confidentiality of any information included in such notice delivered by the Company unless otherwise required by law or subpoena. Notwithstanding anything to the contrary in this Section 4.01(c), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of the Investor (and update the register of shareholders of the Company to reflect the same) in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3.01(p) or the first sentence of Section 3.01(f) and for which the Investor has not yet settled. (d) The Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Registration Statementparties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor for the with respect to such Registration Statement. It For purposes of this Agreement and the Purchase Agreement, 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 and of the Investor agrees to that the Investor shall furnish to the Company that 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 be required to effect and maintain the effectiveness of the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) The Investor, by its acceptance of the Commitment Shares and Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any each Registration Statement hereunder, including by providing all information requested by the Company that its counsel has advised in writing (and communicated to Investor) as being required under the Securities Act to be disclosed with respect to Investor and the offering by it of Registrable Securities, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(p) or the first sentence of 3.53(f), the Investor will shall immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.6 3(p) or the first sentence of 3.5Section 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 the Transfer Agent to deliver DWAC Shares to a transferee of the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(p) or the first sentence of Section 3(f) and for which the Investor has not yet settled. (d) The Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement. (e) The Investor shall notify the Company in writing as promptly as reasonably practicable after becoming aware of any untrue statement of a material fact in any Prospectus or the omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5a) calendar days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and Securities, that the Investor agrees to shall furnish in writing to the Company that 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 be required to effect the registration of such Registrable Securities Securities, and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The At least fifteen (15) business days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Investor covenants and agrees that, in connection with of the information the Company requires from the Investor if the Investor elects to have any sale of the Registrable Securities by it pursuant to included in the Registration Statement, it . The Investor shall comply with provide such information to the “Plan Company at least ten (10) business days prior to the first anticipated filing date of Distribution” section such Registration Statement if the Investor elects to have any of the then current prospectus relating to such Registrable Securities included in the Registration Statement. 4.2 (b) 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 any a Registration Statement hereunder, unless the such Investor has notified the Company in writing of an its election to exclude all of the Investor’s its Registrable Securities from such the Registration Statement, in which case the Investor shall be deemed to have waived its rights to have Registrable Securities registered under this Agreement, unless the Investor has good cause for such an election. 4.3 (c) In the event the Company determines to engage the services of an underwriter, the Investor 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) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 or the first sentence of 3.5rendering a Registration Statement no longer effective, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated filed with the SEC and declared effective and, if so directed by Section 3.6 the Company, the Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the first sentence Company a certificate of 3.5destruction) all copies in the Investor’s possession of the prospectus covering the Registrable Securities, current at the time of receipt of such notice. (e) The Investor may not participate in any 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 and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, each Investor shall have the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. following obligations: (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the of a particular Investor agrees to that such Investor shall furnish to the Company that such information regarding himself or itself, the Registrable Securities held by him or it and the intended method of disposition of the Registrable Securities held by him or it as shall be reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale At least ten (10) days prior to the anticipated filing date of Registrable Securities by it pursuant to the Registration Statement, it the Company shall comply with the “Plan of Distribution” section notify each Investor of the then current prospectus relating to information the Company requires from each such Registration StatementInvestor. 4.2 The (b) Each Investor, by its such Investor’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 Registration Statement hereunder. The Company shall not be required to include in any Registration Statement hereunder, unless the Registrable Securities of any Investor has notified who fails to cooperate with the Company as reasonably requested in writing of an election to exclude all connection with the preparation and filing of the Investor’s Registrable Securities from such Registration Statement. 4.3 The (c) Each Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(e) or the first sentence of 3.53(f), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(e) or 3(f) and, if so directed by the first sentence Company, such Investor shall deliver to the Company (at the expense of 3.5the Company) or destroy (and deliver to the Company a certificate of destruction at the Company’s request) all copies in such Investor’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (d) No Investor may participate in any underwritten distribution hereunder unless such Investor (i) agrees to sell such Investor’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 customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under underwritten offerings for selling shareholders, (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below, and (iv) complies with all applicable laws in connection therewith. (e) In the event that in the judgment of the Company, it is advisable to suspend the use of a prospectus included in the Registration Statement due to pending material developments or other events which have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, the Company shall notify each Investor to such effect, and, upon receipt of such notice, each Investor shall immediately discontinue any sales of Registrable Securities pursuant to the Registration Statement until such Investor receives copies of a supplemental or amended prospectus or until such Investor is advised in writing by the Company that the then current prospectus may be used and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus (a “Disclosure Delay Period”). Notwithstanding the foregoing, there shall not be more than an aggregate of ninety (90) days in any twelve (12) month period during which the Company is in a Disclosure Delay Period.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, each Investor shall have the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. following obligations: ​ a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the of an Investor agrees to that such Investor shall furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The At least seven (7) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Investor covenants and agrees thatof the information the Company requires from such Investor. Any such information shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, in connection with or necessary to make the statements therein not misleading. An Investor must 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 Investor elects to have any sale of Registrable Securities by it pursuant to included in the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement.. ​ 4.2 The b. Each Investor, by its such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the such Investor has notified the Company in writing of an such Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement.. ​ 4.3 The c. In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities of any Investor are to be included, such Investor agrees to enter into and perform the Investor’s obligations under an underwriting agreement, in usual and customary form, including customary indemnification and contribution obligations (as applicable to selling security holders generally), 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 such Investor Registrable Securities. ​ ​ d. Each Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(e) or the first sentence of 3.53(f), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(e) or 3(f). ​ e. Each Investor agrees that it will not effect any disposition or other transfer of the first sentence Registrable Securities that would constitute a sale within the meaning of 3.5.the Securities Act other than transactions exempt from the registration requirements of the Securities Act or pursuant to, and as contemplated in, a Registration Statement declared effective by the SEC, and that it will promptly notify the Company of any material changes in the information set forth in a Registration Statement furnished by or regarding such Investor or its plan of distribution other than changes in the number of shares beneficially owned. ​

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of the resale of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 . 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 . The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 0 or the first sentence of 3.50, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering the resale of such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 0 or the first sentence of 3.50.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from Investor if Investor elects to have any of the Investor for the 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 and of the Investor agrees to and Investor shall furnish in writing to the Company that 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 required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) The Investor, by its Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.53(e), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.53(e).

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5a) calendar days prior to the first anticipated filing date of the Registration Statement, the The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor for the Registration Statementin connection with any registration statement hereunder. It The Investor 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 and the Investor agrees to furnish to the Company that 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 be required to effect affect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. . (b) The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 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 any Registration Statement registration statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3.6 3(f) or the first sentence of 3.5Section 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(sregistration statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.5Section 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 Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Investor has not yet settled. If, by virtue of such an event or existence of facts, the Investor, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Investor is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any twelve (12)-month period (any such failure or breach being referred to as an “Event”, and each such tenth or fifteenth day (each, an “Event Date”), then, in addition to any other rights the Investor may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to the Investor an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

OBLIGATIONS OF THE INVESTOR. 4.1 In connection with the registration of the Registrable Securities, the Investor shall have the following obligations: (a) It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Investor that the Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of the Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) calendar business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from such Investor (the "Requested Information") if such Investor for elects to have any of such Investor's Registrable Securities included in the Registration Statement. It shall be a condition precedent If within two (2) business days prior to the obligations of filing date the Company to complete has not received the registration pursuant to this Agreement with respect to the Registrable Securities and Requested Information from the Investor agrees to furnish to the Company that information regarding itself(a "Non-Responsive Investor"), the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as then the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of file the Registration Statement without including Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration StatementNon-Responsive Investor. 4.2 (b) The Investor, by its such Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor's election to exclude all of the Investor’s 's Registrable Securities from such the Registration Statement. 4.3 (c) In the event the Investor determines to engage the services of an underwriter as provided in Section 3(e), the Investor agrees to enter into and perform the Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Investor has notified the Company in writing of the Investor's election to exclude all of the Investor's Registrable Securities from the Registration Statement. (d) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.53(g), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or 3(g) and, if so directed by the first sentence Company, the Investor shall deliver to the Company (at the expense of 3.5the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (e) The Investor may not participate in any underwritten registration hereunder unless the Investor (i) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (ii) agrees to pay its pro rata share of all underwriting discounts and commissions and other fees and expenses of investment bankers and any manager or managers of such underwriting and legal expenses of the underwriter applicable with respect to its Registrable Securities. (f) Subject to such other reasonable requirements as may be imposed by the underwriter as a condition of inclusion of a holder's Registrable Securities in the registration statement, each holder of Registrable Securities agrees by acquisition of such Registrable Securities, if so required by the managing underwriter, not to sell, make any short sale of, loan, grant any option for the purchase of, effect any public sale or distribution of or otherwise dispose of, except as part of such underwritten registration, any equity securities of the Company, during such reasonable period of time requested by the underwriter.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Registration Statementparties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor for the 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 and of the Investor agrees to that the Investor shall furnish to the Company that 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 be required to effect and maintain the effectiveness of the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) The Investor, by its acceptance of the Commitment Shares and Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(p) or the first sentence of 3.53(f), the Investor will shall immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.6 3(p) or the first sentence of 3.5Section 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 Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(p) or the first sentence of Section 3(f) and for which the Investor has not yet settled. (d) The Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete In connection with the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and Securities, the Investor shall execute such documents in connection with such registration as have the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement.following obligations: 4.2 (a) The Investor, by its the Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor's election to exclude all of the Investor’s 's Registrable Securities from such the Registration Statement.; 4.3 (b) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(d)(iii) or the first sentence of 3.53(f), above, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(d)(iii) or 3(f) and, if so directed by the first sentence Company, the Investor shall deliver to the Company (at the expense of 3.5.the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice; (c) Notwithstanding anything in this Agreement to the contrary, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies the Investor in writing that the effectiveness of the Registration Statement is suspended for any reason, whether due to a Potential Material Event or otherwise, the Investor shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of such notice until such Investor receives written notice from the Company that such the effectiveness of the Registration Statement has been restored, whether because the Potential Material Event has been disclosed to the public or it no longer constitutes a Potential Material Event or otherwise; provided, however, that the Company may not so suspend the right to such holders of Registrable Securities during the periods the Registration Statement is required to be in effect other than during a Permitted Suspension Period (and the applicable provisions of Section 2(b) shall apply with respect to any such suspension other than during a Permitted Suspension Period) . The term "Permitted Suspension Period" means up to two such suspension periods during any consecutive 12-month period, each of which suspension period shall not either (i) be for more than ten (10) business days or (ii) begin less than ten (10) business days after the last day of the preceding suspension (whether or not such last day was during or after a Permitted Suspension Period)

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.53(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.53(e). If so directed by the Company, such Investor 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 Investor’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5a) calendar days prior to the first anticipated filing date of the Registration Statement, the Company The Investor shall notify the Investor furnish in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that 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 be required to effect the registration of such Registrable Securities Securities, and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, it the Company shall comply with notify the “Plan of Distribution” section Investor of the then current prospectus relating information the Company requires from the Investor. The Investor shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. 4.2 (b) 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 any a Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of any an event of the kind described in pursuant to Section 3.6 or the first sentence of 3.53(h) hereof, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) Statement covering such Registrable Securities Securities, until the Investor’s receipt Investor is advised by the Company that such dispositions may again be made. (d) The Investor covenants and agrees that it will comply with the prospectus delivery requirements of the copies 1933 Act as applicable to it or an exemption therefrom in connection with sales of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5Registrable Securities pursuant to any Registration Statement.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5a) calendar days prior The Investor agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(d) hereof, the Investor shall as soon as reasonably practicable discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the first anticipated filing date of contrary contained herein, subject to compliance with the Registration Statementsecurities laws, the Company shall notify cause its transfer agent to deliver unlegended certificates for Ordinary Shares to a transferee of the Investor in writing accordance with the terms of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Purchase Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(d) and for which the Investor has not yet settled. (b) The Investor covenants and agrees that it will comply with the Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with any sales of Registrable Securities pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (c) 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 any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 or the first sentence of 3.5, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Registration Statementparties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor for the 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 and of the Investor agrees to that the Investor shall furnish to the Company that 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 be required to effect and maintain the effectiveness of the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 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 any each Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3.13 or the first sentence of 3.5Section 3.6, the Investor will immediately shall as soon as is reasonably practicable (i) discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.6 3.13 or the first sentence of 3.5Section 3.6 or receipt of notice that no supplement or amendment is required and (ii) maintain the confidentiality of any information included in such notice delivered by the Company unless otherwise required by law or subpoena.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus offering relating to such Registration Statement. 4.2 (b) 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.53(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus offering contemplated by Section 3.6 3(f) or the first sentence of 3.53(e).

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5a) calendar days prior to the first anticipated filing date of the Registration Statement, the The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor for the Registration Statementin connection with any registration statement hereunder. It The Investor 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 and the Investor agrees to furnish to the Company that 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 be required to effect affect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. . (b) The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 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 any Registration Statement registration statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3.6 3(f) or the first sentence of 3.5Section 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(sregistration statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.5Section 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 Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Investor has not yet settled. If, by virtue of such an event or existence of facts, the Investor, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Investor is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any twelve (12)-month period (any such failure or breach being referred to as an “Event”, and each such tenth or fifteenth day being referred to as an “Event Date”), then, in addition to any other rights the Investor may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to the Investor an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate amount paid by such Holder pursuant to the Note. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5a) calendar days prior to the first anticipated filing date of the Registration Statement, the Company Investor shall notify the Investor furnish in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that such information regarding itself, the Registrable Securities and held by it, the intended method of disposition of the Registrable Securities held by it and its beneficial ownership of the Company’s securities, including who has the right to vote or dispose of such securities on behalf of Investor, as shall be reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute and deliver such documents in connection with such registration as the Company may reasonably request. The At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify Investor covenants and agrees that, in connection with of the information the Company requires from Investor if Investor elects to have any sale of the Registrable Securities by it pursuant to included in the Registration Statement, it . Investor shall comply with provide such information to the “Plan Company at least two (2) Business Days prior to the first anticipated filing date of Distribution” section such Registration Statement if Investor elects to have any of the then current prospectus relating to such Registrable Securities included in the Registration Statement. 4.2 The (b) 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 any a Registration Statement hereunder, unless the Investor has notified the Company in writing of an its election to exclude all of the Investor’s its Registrable Securities from such Registration Statement. 4.3 The (c) Investor agrees that, upon receipt of written any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(d) or (ii) the happening of any an event of the kind described in pursuant to Section 3.6 or the first sentence of 3.54(h) hereof, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated filed with the SEC and until any related post-effective amendment is declared effective and, if so directed by Section 3.6 the Company, the Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the first sentence Company a certificate of 3.5destruction) all copies in the Investor’s possession of the Prospectus covering the Registrable Securities current at the time of receipt of such notice.

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of the resale of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement.. PHIL.REGISTRATION.RIGHTS.AUGUST.2017 4.2 (b) 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.5Section 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering the resale of such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.5Section 3(e).

OBLIGATIONS OF THE INVESTOR. 4.1 (a) At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, Statement the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the {00006670} Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. 4.2 (b) 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 any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 3(f) or the first sentence of 3.53(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(f) or the first sentence of 3.53(e).

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete In connection with the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and Securities, the Investor shall execute such documents in connection with such registration as have the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement.following obligations: 4.2 (a) The Investor, by its the Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the Investor has notified the Company in writing of an the Investor's election to exclude all of the Investor’s 's Registrable Securities from such the Registration Statement.; 4.3 (b) The Investor agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in Section 3.6 3(d)(iii) or the first sentence of 3.53(f), above, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 3(d)(iii) or 3(f) and, if so directed by the first sentence Company, the Investor shall deliver to the Company (at the expense of 3.5.the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice; (c) Notwithstanding anything in this Agreement to the contrary, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies the Investor in writing that the effectiveness of the Registration Statement is suspended for any reason, whether due to a Potential Material Event or otherwise, the Investor shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of such notice until such Investor receives written notice from the Company that such the effectiveness of the Registration Statement has been restored, whether because the Potential Material Event has been disclosed to the public or it no longer constitutes a Potential Material Event or otherwise; PROVIDED, HOWEVER, that the Company may not so suspend the right to such holders of Registrable Securities during the periods the Registration Statement is required to be in effect other than during a Permitted Suspension Period (and the applicable provisions of Section 2(b) shall apply with respect to any such suspension other than during a Permitted Suspension Period) . The term "Permitted Suspension Period" means up to two such suspension periods during any consecutive 12-month period, each of which suspension period shall not either (i) be for more than ten (10) business days or (ii) begin less than ten (10) business days after the last day of the preceding suspension (whether or not such last day was during or after a Permitted Suspension Period)

OBLIGATIONS OF THE INVESTOR. 4.1 At least five (5a) calendar days prior to the first anticipated filing date of the Registration Statement, the Company The Investor shall notify the Investor furnish in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that 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 be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, it the Company shall comply with notify the “Plan of Distribution” section Investor of the then current prospectus relating information the Company requires from the Investor if the Investor is to have any of the Registrable Securities included in such Registration Statement. The Investor 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 the Investor is to have any of the Registrable Securities included in such Registration Statement. If the Investor fails to provide to the Company the information required by this Section 4(a) by such date, the Company shall not be obligated to include the Investor’s Registrable Securities in such Registration Statement and shall not be obligated to pay the Investor liquidated damages with respect to the lack of registration of such Registrable Securities under this Agreement. 4.2 (b) 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 any the Registration Statement hereunder, unless the Investor has notified the Company in writing of an its election to exclude all of the Investor’s its Registrable Securities from such Registration Statement. 4.3 (c) The Investor agrees that, upon receipt of written any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of any an event of the kind described in pursuant to Section 3.6 or the first sentence of 3.53(h) hereof, the Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement, until the Investor is advised by the Company that such dispositions may again be made. (d) The Investor agrees that, on any trading day for the principal market on which the Common Stock is then listed (the “Principal Market”), it will not dispose of or agree to dispose of, whether or not pursuant to the Registration Statement(s) covering such Statement, a number of shares of Registrable Securities until in the Investor’s receipt aggregate that exceeds 10% of the copies weighted average daily trading volume of the supplemented or amended prospectus contemplated by Section 3.6 or Common Stock over the first sentence of 3.520 consecutive trading days immediately preceding such trading day (as adjusted for stock dividends, stock splits, stock combinations, recapitalizations and similar events affecting the Common Stock), without the Company’s prior consent.