Common use of OBLIGATIONS OF THE INVESTOR Clause in Contracts

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. b. The 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 and any amendments and supplements thereto. c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof, 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) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof. 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) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. b. The 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 and any amendments and supplements thereto. c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), the Investor will immediately discontinue disposition of Registrable Securities Shares pursuant to any Registration Statement(s) covering such Registrable Securities Shares 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) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereofor receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver unlegended certificates for shares of Common Stock without any restrictive legend to a transferee of the Investor in accordance with the terms of the Purchase Equity Line Agreement in connection with any sale of Registrable Securities Shares with respect to which an the 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) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled. a. Each Investor covenants and agrees that it will comply with the plan of distribution and prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Shares pursuant to the Registration Statement. b. Each Investor acknowledges that the Registration Statement relates solely to the registration of the Registrable Shares in connection with their sale by such Investor pursuant to the Plan of Distribution contained in the Prospectus contained in the Registration Statement, and not to the issuance of the Registrable Shares to the Investor, and that the Company may be required to periodically update the Registration Statement from time to time with respect to the holdings of all selling shareholders. Accordingly, anything herein to the contrary notwithstanding, until such time as all Registrable Shares are sold pursuant to such Plan of Distribution or are otherwise eligible for sale under Rule 144, the Investor (or his, her or its successors to such Shares) shall upon reasonable request of the Company (which request may only be provided in connection with a bona fide obligation to report such information in a registration statements, proxy information, or annual reports or other report), to promptly advise the Company of its current holdings of outstanding Registrable Shares.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. Notwithstanding the foregoing, the Registration Statement shall contain the "Selling Stockholder" and "Plan of Distribution" sections, each in substantially the form provided to the Company by the Investor. b. The 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 and any amendments and supplements theretohereunder. c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), 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 '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) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof). Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend 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 '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) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement registration statement hereunder. The Investor shall as soon as practicable 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. b. The 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 and any amendments and supplements theretoregistration statement hereunder. c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), 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 's receipt of the copies of a notice regarding the resolution supplemented or withdrawal of the stop order or suspension as amended prospectus contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof). 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 '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) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled. d. As promptly as practicable after becoming aware of such event or facts relating solely to the Investor, the Investor shall notify the Company in writing of the happening of any event or existence of such facts as a result of which the prospectus included in any 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.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. b. The 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 and any amendments and supplements thereto. c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), 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) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof). 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) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled. d. During a Black Out Period (as defined in Section 10), the Investor shall not sell, offer for sell or otherwise dispose of Registrable Securities.

OBLIGATIONS OF THE INVESTOR. a. The Investor shall: (a) furnish to the Company such information regarding the Investor and its plan and method of distribution of such Registrable Securities as the Company may, on advice of counsel, reasonably determine is required by applicable law, including, without limitation, information required by Item 507 of Regulation S-K promulgated under the Securities Act. The Company shall notify the Investor in writing of the any such information that the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor, and the Investor shall as soon as practicable furnish such required information to the Company as promptly as practical after being notified by the Company, provided that, any information that is designated in writing by the Investor, in good faith, as confidential at the time of delivery of 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. b. The Investor agrees to cooperate with the Company as reasonably requested kept confidential by the Company and shall not be disclosed except to the Company’s counsel, for purposes of determining whether applicable law requires such information to be disclosed in connection with the preparation and filing of any Registration Statement hereunder and any amendments and supplements thereto.Statement; c. The Investor agrees that, (b) upon receipt of any notice from the Company of the happening occurrence of any event or existence of facts of the kind type described in Section 3(fSections 4.2(e)(ii) hereof or the first sentence of Section 3(e) hereof4.2(e)(iii), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any covered by the Registration Statement(s) covering such Registrable Securities Statement and suspend use of the Registration Statement or prospectus forming a part of the Registration Statement until the Investor’s Company has provided an amendment or supplement to the Registration Statement or prospectus or the Company has advised that the use of the Registration Statement or prospectus may be resumed, provided that, in the event that the Company gives any such notice, the period of time for which the Registration Statement must remain effective as set forth in Section 4.2(c) will be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when the Company has either provided an amendment to the Registration Statement or prospectus or advised that the use of the Registration Statement or prospectus may be resumed; (c) upon receipt of the copies of a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof. 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 a Blackout Period, the Investor will discontinue disposition of Registrable Securities covered by the Registration Statement and suspend use of the Registration Statement or prospectus forming a part of the Registration Statement until the Company has provided an amendment or supplement to the Investor Registration Statement or prospectus or the Company has advised that the use of the happening Registration Statement or prospectus may be resumed, provided that, in the event that the Company gives any such notice, the period of any event of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof and time for which the Registration Statement must remain effective as set forth in Section 4.2(c) will be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when the Company has either provided an amendment to the Registration Statement or prospectus or advised that the use of the Registration Statement or prospectus may be resumed; and (d) in the event of any underwritten public offering of Registrable Securities, the Investor has not yet settledshall enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering.

OBLIGATIONS OF THE INVESTOR. a. The (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the parties agree), the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any respect to such Registration Statement hereunderStatement. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall as soon as practicable furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. (b) The Investor 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 and any amendments and supplements theretohereunder, 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. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(g) hereof or the first sentence of Section 3(e) hereof3(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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as Prospectus contemplated by Section 3(g) or the first sentence of Section 3(e3(f) hereofor receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrarycontrary in this Section 4(c), the Company shall cause its transfer agent to promptly deliver shares DWAC Shares to a transferee of Common Stock without any restrictive legend the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an the 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(f3(g) hereof or the first sentence of Section 3(e3(f) hereof 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. a. The (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the parties agree), the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any respect to such Registration Statement hereunderStatement. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall as soon as practicable furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. (b) The Investor 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 and any amendments and supplements theretohereunder, 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. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or 3(m), the first sentence of Section 3(e) hereofor Section 3(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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as Prospectus contemplated by Section 3(m), the first sentence of Section 3(e) hereofor Section 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrarycontrary in this Section 4(c), the Company shall cause its transfer agent to promptly deliver shares DWAC Shares to a transferee of Common Stock without any restrictive legend the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an the 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) hereof or 3(m), the first sentence of Section 3(e) hereof or 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. a. (a) As a condition precedent to the inclusion of Registrable Securities in any Shelf Registration, the Company may require the Investor to furnish such information regarding the distribution of such securities and such other information relating to the Investor and its ownership of Registrable Securities as is necessary to comply with the Securities Act. The Investor agrees to furnish such information and to cooperate as reasonably necessary to enable the Company to prepare and file the registration statement and prospectus, and to otherwise comply with the provisions of this Agreement. If the Investor fails to promptly provide the requested information after prior written notice of such request and the requested information is required by applicable Law to be included in a registration statement to be filed pursuant to Section 2, the Company shall be entitled to refuse to include for registration the Investor’s Registrable Securities in such registration statement. (b) In connection with an underwritten offering, the Investor shall, and shall cause his Affiliates to execute, deliver and perform all questionnaires, beneficial ownership information, powers of attorney, customary indemnities and other documents reasonably required by the underwriter under the terms of the underwriting agreement. (c) The Investor shall, as promptly as reasonably practicable, notify the Company, of any material changes in the information set forth in the registration statement furnished by or regarding the Investor or its plan of distribution. (d) Upon receipt of a Shelf Suspension Notice, the Investor (i) shall (A) treat such Shelf Suspension Notice as confidential information and (B) not use any confidential information contained in writing such Shelf Suspension Notice for any purpose, (ii) shall not trade in Common Stock until notice of the termination of such Shelf Suspension pursuant to Section 4(a) and (iii) shall not disclose receipt of such Shelf Suspension Notice or any confidential information contained in such Shelf Suspension Notice; provided that the Investor may disclose receipt of such Shelf Suspension Notice (a) to advisers, underwriters and other participants in any ongoing registration or offering process or (b) if required by Law or legal process, but the Investor shall cooperate with the Company reasonably requires from to limit the extent of such disclosure through protective order or otherwise, and to seek confidential treatment of the information. (e) The Investor agrees that he and his Affiliates will not use any free writing prospectus (as defined in Rule 405 under the Securities Act) in connection with any Registration Statement hereunder. The Investor shall as soon as practicable furnish to the Company such information regarding itself, the transfer of 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. b. The Investor agrees to cooperate with the Company as reasonably requested other than one that has been provided by the Company for use in connection with the preparation and filing of any Registration Statement hereunder and any amendments and supplements theretotherewith. c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof, 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) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof. 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) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. a. (a) As a condition precedent to the inclusion of Registrable Securities in any Shelf Registration, the Company may require the Investor to furnish such information regarding the distribution of such securities and such other information relating to the Investor and its ownership of Registrable Securities as is necessary to comply with the Securities Act. The Investor agrees to furnish such information and to cooperate as reasonably necessary to enable the Company to prepare and file the registration statement and prospectus, and to otherwise comply with the provisions of this Agreement. If the Investor fails to promptly provide the requested information after prior written notice of such request and the requested information is required by applicable Law to be included in a registration statement to be filed pursuant to Section 2, the Company shall be entitled to refuse to include for registration the Investor's Registrable Securities in such registration statement. (b) In connection with an underwritten offering, the Investor shall, and shall cause his Affiliates to execute, deliver and perform all questionnaires, beneficial ownership information, powers of attorney, customary indemnities and other documents reasonably required by the underwriter under the terms of the underwriting agreement. (c) The Investor shall, as promptly as reasonably practicable, notify the Company, of any material changes in the information set forth in the registration statement furnished by or regarding the Investor or its plan of distribution. (d) Upon receipt of a Shelf Suspension Notice, the Investor (i) shall (A) treat such Shelf Suspension Notice as confidential information and (B) not use any confidential information contained in writing such Shelf Suspension Notice for any purpose, (ii) shall not trade in Common Stock until notice of the termination of such Shelf Suspension pursuant to Section 4(a) and (iii) shall not disclose receipt of such Shelf Suspension Notice or any confidential information contained in such Shelf Suspension Notice; provided that the Investor may disclose receipt of such Shelf Suspension Notice (a) to advisers, underwriters and other participants in any ongoing registration or offering process or (b) if required by Law or legal process, but the Investor shall cooperate with the Company reasonably requires from to limit the extent of such disclosure through protective order or otherwise, and to seek confidential treatment of the information. (e) The Investor agrees that he and his Affiliates will not use any free writing prospectus (as defined in Rule 405 under the Securities Act) in connection with any Registration Statement hereunder. The Investor shall as soon as practicable furnish to the Company such information regarding itself, the transfer of 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. b. The Investor agrees to cooperate with the Company as reasonably requested other than one that has been provided by the Company for use in connection with the preparation and filing of any Registration Statement hereunder and any amendments and supplements theretotherewith. c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof, 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) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof. 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) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. The Company shall notify the Investor of any other information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor will as promptly as practicable notify the Company of any material change in the information provided to the Company pursuant to this Section 4(a), other than changes in its ownership of Common Stock. b. The 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 and any amendments and supplements thereto. c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), 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) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof). 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) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. a. The At least seven (7) Business Days prior to the first anticipated filing date of a Registration Statement and at lease five (5) Business Days prior to the filing of any amendment or supplement to a Registration Statement or prospectus, the Company shall notify the Investor in writing of the information information, if any, the Company reasonably requires from the each such Investor if such Investor elects to have any of such Investor’s Registrable Securities included in connection with any such Registration Statement hereunderor, with respect to an amendment or a supplement, if such Investor’s Registrable Securities are included in such Registration Statement (each an “Information Request”). The Provided that the Company shall have complied with its obligations set forth in the preceding sentence, it shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall as soon as practicable furnish to the Company Company, in response to an Information Request, 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. b. The 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 and in which any amendments and supplements theretoRegistrable Securities held by such Investor are being included. No Investor shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of Sections 2, 3 or 10. c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(g) hereof or the first sentence of Section 3(e3(f) hereofor, in the case of an offering pursuant to Rule 415, receipt of a Suspension Notice, such Investor will immediately promptly 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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by Section 3(d) or the first sentence of Section 3(e3(f) hereofor receipt of notice that no supplement or amendment is required or that the Black Out has ended. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver unlegended shares of Common Stock without any restrictive legend 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 an Investor provides reasonable evidence that such 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) hereof or the first sentence of Section 3(e) hereof and for 3(u). d. The Investor agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to this Agreement in which the such Investor has elected to include Registrable Securities, if requested (pursuant to a written notice) by the managing underwriter(s) not yet settledto effect any public sale or distribution of any common equity securities of the Company (or securities convertible into or exchangeable or exercisable for such common equity securities) (except as part of such underwritten offering) during the period commencing not earlier than 7 days prior to and continuing for not more than 90 days (or such shorter period as the managing underwriter(s) may permit) after the effective date of the related Registration Statement (or date of the prospectus supplement if the offering is made pursuant to a “shelf” registration) pursuant to which such underwritten offering shall be made; provided, that such Investor shall only be so bound so long as and to the extent that each executive officer and director of the Company and other shareholder having registration rights with respect to the securities of the Company is similarly bound.

OBLIGATIONS OF THE INVESTOR. a. (a) The Company shall notify the Investor in writing (by email or otherwise) of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. b. (b) The 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 and any amendments and supplements thereto. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), 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) hereof or of the supplemented or amended prospectus as contemplated by Section 3(f) or the first sentence of Section 3(e) hereof). Notwithstanding anything to the contrary, the Company shall cause its transfer agent 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 the 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) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. a. The (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the parties agree), the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any respect to such Registration Statement hereunderStatement. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall as soon as practicable promptly furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall promptly execute such documents in connection with such registration as the Company may reasonably request. b. (b) The Investor 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 and any amendments and supplements theretohereunder, 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. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e3(f) hereofor a Blackout Event, 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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as Prospectus contemplated by Section 3(p) or the first sentence of Section 3(e3(f) hereofor receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrarycontrary in this Section 4(c), the Company shall cause its transfer agent the Transfer Agent to promptly deliver shares DWAC Shares to a transferee of Common Stock without any restrictive legend the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an the 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) hereof or the first sentence of Section 3(e3(f) hereof or a Blackout Event 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. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. b. The 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 and any amendments and supplements thereto. c. (a) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(d) hereof or the first sentence of Section 3(e) hereof, the Investor will immediately shall as soon as reasonably practicable discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) Statement 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) hereof or the supplemented or amended prospectus as contemplated by the first sentence Section 3(d) or receipt of Section 3(e) hereofnotice that no supplement or amendment is required. Notwithstanding anything to the contrary, subject to compliance with the securities laws, the Company shall cause its transfer agent to promptly deliver shares unlegended certificates for Shares to a transferee of Common Stock without any restrictive legend the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an the 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(f3(d) hereof or the first sentence of Section 3(e) hereof 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. (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 each Registration Statement hereunder, 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.

OBLIGATIONS OF THE INVESTOR. a. (a) The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. Notwithstanding the foregoing, the Registration Statement shall contain the "Selling Stockholder" and "Plan of Distribution" sections, each in substantially the form provided to the Company by the Investor. b. (b) The 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 and any amendments and supplements theretohereunder. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof3(b), 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 or the Investor’s '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) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof3(b). Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend issue DWAC Shares in accordance with the terms of the Securities 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) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settledsale.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in In connection with any Registration Statement hereunder. The Investor shall as soon as practicable furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition registration of the Registrable Securities held by it as Securities, the Investor shall be reasonably required to effect have the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.following obligations: b. (a) The 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 and any amendments and supplements thereto.hereunder, unless the Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement; c. (b) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(d)(iii) or 3(f) hereof or the first sentence of Section 3(e) hereof), 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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by Section 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 Section 3(ethe Company) hereof. 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 shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend notifies the Investor in accordance with writing that the terms effectiveness of the Purchase Agreement 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 connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior other transaction involving or relating to the Investor’s receipt Registrable Securities, from the time of a 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 Investor 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. 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 happening of any event of the kind described in Section 3(f) hereof preceding suspension (whether or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled.such last day was during or after a Permitted Suspension Period)

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. b. The 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 and any amendments and supplements thereto. c. (a) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(d) hereof or the first sentence of Section 3(e) hereof, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) Statement 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) hereof or the supplemented or amended prospectus as contemplated by the first sentence Section 3(d) or receipt of Section 3(e) hereofnotice that no supplement or amendment is required. Notwithstanding anything to the contrary, subject to compliance with and to the extent permitted under applicable securities laws, the Company shall use commercially reasonable efforts to cause its transfer agent to promptly deliver shares unlegended certificates for Ordinary Shares to a transferee of Common Stock without any restrictive legend an Investor in accordance with the terms of the Securities 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(f2(g) hereof or the first sentence of Section 3(e) hereof 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 in connection with sales of Registrable Securities pursuant to the Registration Statement or with the relevant requirements applicable in connection with sales of Registrable Securities pursuant to an exemption from the registration requirements of the Securities Act.

OBLIGATIONS OF THE INVESTOR. a. 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(f) or the first sentence of 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(e) or receipt of notice that no supplement or amendment is required 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. Notwithstanding anything to the contrary, the Company shall notify cause its transfer agent to deliver unlegended certificates for shares of Common Stock to a transferee of the Investor in writing accordance with the terms of the information the Company reasonably requires from the Investor Standby Equity Distribution 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(f) or the first sentence of 3(e) and for which the Investor has not yet settled; provided, however, that the Investor shall indemnify and hold the Company harmless from and against any claims or Indemnified Damages (as each such term is defined herein) relating to or arising from such sale or delivery after receipt of any such notice. b. Provided there are no Advance Notices outstanding, notwithstanding if the Registration Statement hereunder. The has been suspended or withdrawn by the SEC, it shall be a condition precedent to the obligation of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that such Investor shall as soon as practicable promptly 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 seven (7) business days prior to the first (1st) anticipated filing date of the Registration Statement, the Company shall promptly notify the Investor in writing of the information the Company requires from the Investor (the "Requested Information") if such Investor elects to have any of its Registrable Securities included in the Registration Statement. If at least two (2) Business Days prior to the anticipated filing date the Company, of which such anticipated filing date the Investor shall have been notified in writing, has not received the Requested Information from the Investor, the Company shall be relieved of its obligation to file a Registration Statement including the Registrable Securities of the Investor and shall have no further obligations to the Investor hereunder. b. 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 the Registration Statement hereunder and any amendments and supplements thereto. c. The Investor agrees thathereunder, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof, 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) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof. 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) hereof or the first sentence of Section 3(e) hereof and for which unless the Investor has not yet settlednotified the Company in writing of its election to exclude all of the Registrable Securities from the Registration Statement.

OBLIGATIONS OF THE INVESTOR. a. The (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the parties agree), the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any respect to such Registration Statement hereunderStatement. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall as soon as practicable furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. (b) The Investor 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 and any amendments and supplements theretohereunder, 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. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(p) hereof or the first sentence of Section 3(e) hereof3(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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as Prospectus contemplated by Section 3(p) or the first sentence of Section 3(e3(f) hereofor receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrarycontrary in this Section 4(c), the Company shall cause its transfer agent to promptly deliver shares DWAC Shares to a transferee of Common Stock without any restrictive legend the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the 12 Company to the Investor of the happening of any event of the kind described in Section 3(f3(p) hereof or the first sentence of Section 3(e3(f) hereof 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. a. The Company shall notify the each Investor in writing of the information the Company reasonably requires from the such Investor in connection with any Registration Statement hereunder. The Each Investor shall as soon as practicable 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. b. The Each 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 and any amendments and supplements theretohereunder. c. The Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), the an 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 supplemented or withdrawal of the stop order or suspension as amended prospectus contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof). Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver shares of Buyer 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 an 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) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled. d. Failure by one Investor to comply with its obligations hereunder shall not diminish or impair the rights of the other Investors who do comply.

OBLIGATIONS OF THE INVESTOR. a. The (a) At least five Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the parties agree), the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any respect to such Registration Statement hereunderStatement. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall as soon as practicable furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. (b) The Investor 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 and any amendments and supplements theretohereunder, 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. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(g) hereof or the first sentence of Section 3(e) hereof3(f), 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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by Section 3(g) or the first sentence of Section 3(e3(f) hereofor receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrarycontrary in this Section 4(c), the Company shall cause its transfer agent to promptly deliver unlegended shares of Common Stock without any restrictive legend 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 an the Investor has entered into a contract for sale prior to the Investor’s 's receipt of a notice from the Company to the Investor of the happening of any event of the kind described in Section 3(f3(g) hereof or the first sentence of Section 3(e3(f) hereof 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. a. The (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the parties agree), the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any respect to such Registration Statement hereunderStatement. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall as soon as practicable furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. (b) The Investor Investor, by its acceptance of the Conversion 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 and any amendments and supplements theretohereunder, 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. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(p) hereof or the first sentence of Section 3(e) hereof3(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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as Prospectus contemplated by Section 3(o) or the first sentence of Section 3(e3(f) hereofor 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 contrarycontrary in this Section 4(c), the Company shall cause its transfer agent to promptly deliver shares DWAC Shares to a transferee of Common Stock without any restrictive legend the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an the 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(f3(o) hereof or the first sentence of Section 3(e3(f) hereof 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. a. The (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the parties agree), the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any respect to such Registration Statement hereunderStatement. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall as soon as practicable furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and Securities. The Investor shall execute such documents in connection with such registration as the Company may reasonably request. b. (b) The Investor 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 and any amendments and supplements theretohereunder, 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. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(p) hereof or the first sentence of Section 3(e) hereof3(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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as Prospectus contemplated by Section 3(p) or the first sentence of Section 3(e3(f) hereofor receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrarycontrary in this Section 4(c), the Company shall cause its transfer agent Transfer Agent to promptly deliver shares DWAC Shares, free from all restrictive legends, to a transferee of Common Stock without any restrictive legend the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an the 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(f3(p) hereof or the first sentence of Section 3(e3(f) hereof 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. a. The (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the parties agree), the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any respect to such Registration Statement hereunderStatement. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall as soon as practicable furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. (b) The Investor Investor, by its acceptance of the Cash Commitment Fee 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 and any amendments and supplements theretohereunder, 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. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(p) hereof or the first sentence of Section 3(e) hereof3(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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as Prospectus contemplated by Section 3(p) or the first sentence of Section 3(e3(f) hereofor receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrarycontrary in this Section 4(c), the Company shall cause its transfer agent to promptly deliver shares DWAC Shares to a transferee of Common Stock without any restrictive legend the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an the 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(f3(p) hereof or the first sentence of Section 3(e3(f) hereof 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. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement registration statement hereunder. The Investor shall as soon as practicable 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 affect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Notwithstanding the foregoing, the Registration Statement shall contain the “Selling Stockholder” and “Plan of Distribution” sections in substantially the form provided to the Company by the Investor. b. The 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 and any amendments and supplements theretoregistration statement hereunder. c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(sregistration 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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof). Notwithstanding anything to the contrary, the Company shall cause its transfer agent Transfer Agent to promptly deliver shares of Common Stock without any restrictive legend 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 to the Investor of the happening of any event of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement registration statement hereunder. The Investor shall as soon as practicable furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, including any arrangement between the Investor and any other Person relating to the sale or disposition of the Registrable Securities, 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. b. The 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 and any amendments and supplements theretoregistration statement hereunder. c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(sregistration statement(s) covering such Registrable Securities until the event or existence of facts of the kind described in Section 3(f) no longer exists or the Investor’s '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) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof). 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 '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) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. a. The (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the parties agree), the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any respect to such Registration Statement hereunderStatement. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall as soon as practicable furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. (b) The Investor 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 and any amendments and supplements theretohereunder, 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. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(p) hereof or the first sentence of Section 3(e) hereof3(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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as Prospectus contemplated by Section 3(p) or the first sentence of Section 3(e3(f) hereofor receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrarycontrary in this Section 4(c), the Company shall cause its transfer agent to promptly deliver shares DWAC Shares to a transferee of Common Stock without any restrictive legend the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an the 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(f3(p) hereof or the first sentence of Section 3(e3(f) hereof 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. a. The Company shall notify the each Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Each Investor shall as soon as practicable 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. Notwithstanding the foregoing, each Registration Statement shall contain the “Selling Stockholder” and “Plan of Distribution” sections, each in substantially the form provided to the Company by the Investors. b. The Each 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 and any amendments and supplements theretohereunder. c. The Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), 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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof). Notwithstanding anything to the contrary, the Company shall cause its transfer agent Transfer Agent to promptly deliver shares of Common Stock without any restrictive legend 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 to the Investor of the happening of any event of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable furnish to the Company such information regarding itself, the Registrable Securities Shares held by it and the intended method of disposition of the Registrable Securities Shares held by it as shall be reasonably required to effect the registration Registration of such Registrable Securities Shares and shall execute such documents in connection with such registration Registration as the Company may reasonably request.. Notwithstanding the foregoing, the Registration Statement shall contain the “Selling Stockholder” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. b. The 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 and any amendments and supplements theretostatement hereunder. c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), the Investor will immediately discontinue disposition of Registrable Securities Shares pursuant to any Registration Statement(s) covering such Registrable Securities Shares until the Investor’s receipt of the copies of a notice regarding the resolution supplemented or withdrawal of the stop order or suspension as amended prospectus contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof). 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 Shares 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) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. a. The (a) At least five (5) Trading Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Parties agree), the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any respect to such Registration Statement hereunderStatement. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall as soon as practicable furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. (b) The Investor Investor, by acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any each Registration Statement hereunder and any amendments and supplements theretohereunder, unless the Investor has notified the Company in writing of the Investor’s election to exclude all of the Registrable Securities from such Registration Statement. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof3(i), 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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as Prospectus contemplated by the first sentence Section 3(i) or receipt of Section 3(e) hereofnotice that no supplement or amendment is required. Notwithstanding anything to the contrarycontrary in this Section 4(c), the Company shall cause its transfer agent to promptly deliver shares DWAC Shares to a transferee of Common Stock without any restrictive legend such Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an the 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(f3(i) hereof or the first sentence of Section 3(e) hereof 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. a. The (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the parties agree), the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any respect to such Registration Statement hereunderStatement. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall as soon as practicable promptly furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and Securities. The Investor shall promptly execute such documents in connection with such registration as the Company may reasonably request. b. (b) The Investor 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 and any amendments and supplements theretohereunder, 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. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(p) hereof or the first sentence of Section 3(e) hereof3(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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as Prospectus contemplated by Section 3(p) or the first sentence of Section 3(e3(f) hereof. 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 contrarycontrary in this Section 4(c), the Company shall cause its transfer agent Transfer Agent to promptly deliver shares DWAC Shares, free from all restrictive legends, to a transferee of Common Stock without any restrictive legend the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an the 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(f3(p) hereof or the first sentence of Section 3(e3(f) hereof 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. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. Notwithstanding the foregoing, the Registration Statement shall contain the “Selling Stockholder” and “Plan of Distribution” sections, each in substantially the form provided to the Company by the Investor. b. The 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 and any amendments and supplements theretohereunder. c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), 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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof). Notwithstanding anything to the contrary, the Company shall cause its transfer agent Transfer Agent to promptly deliver shares of Common Stock without any restrictive legend issue DWAC Shares in accordance with the terms of the Purchase Agreement Amendment 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) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. b. The 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 and any amendments and supplements thereto. c. (a) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(d) hereof or the first sentence of Section 3(e) hereof, the such Investor will immediately shall as soon as reasonably practicable discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) Statement 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) hereof or the supplemented or amended prospectus as contemplated by the first sentence Section 3(d) or receipt of Section 3(e) hereofnotice that no supplement or amendment is required. Notwithstanding anything to the contrary, subject to compliance with the securities laws, the Company shall cause its transfer agent to promptly deliver shares unlegended certificates for ADSs to a transferee of Common Stock without any restrictive legend an Investor 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(f3(d) hereof or the first sentence of Section 3(e) hereof 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. (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 each Registration Statement hereunder, 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.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. b. The 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 and any amendments and supplements thereto. c. (a) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f2(g) hereof or the first sentence of Section 3(e) hereof, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) Statement 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) hereof or the supplemented or amended prospectus as contemplated by the first sentence Section 2(g) or receipt of Section 3(e) hereofnotice that no supplement or amendment is required. Notwithstanding anything to the contrary, subject to compliance with the securities laws, the Company shall cause its transfer agent to promptly deliver unlegended certificates for shares of Common Stock without any restrictive legend 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 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(f2(g) hereof or the first sentence of Section 3(e) hereof 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 and to sell any Registrable Securities pursuant to the plan of distribution set forth in the Registration Statement. (c) The Investor shall provide the Company and its legal counsel customary representations and confirmations in connection with its status as a selling stockholder in the Registration Statement, the delivery of which shall be a condition precedent to the Company’s obligation to file the Registration Statement hereunder.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify In connection with the Investor in writing registration of the information Registrable Securities, the Investors shall have the following obligations: (a) It shall be a condition precedent to the obligations of the Company reasonably requires from to complete the registration pursuant to this Agreement with respect to an Investor in connection with any Registration Statement hereunder. The Investor that the Investors shall as soon as practicable furnish to the Company such information regarding itself, the Registrable Securities held by it itself and the intended method of disposition of the Registrable Securities Common Stock held by it as shall be reasonably required to effect the registration of such Registrable Securities the Common Stock and shall execute such documents in connection with such registration as the Company may reasonably request. At least fifteen (15) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from such Investor (the "Requested Information"). b. (b) The Investor agrees Investors agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder and any amendments and supplements theretohereunder. c. (c) The Investor agrees Investors agree that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereofor 3(f), the Investor Investors will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) covering Statement until such Registrable Securities until the Investor’s Investors' receipt of the copies of a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by Section3(e) or 3(f) and, if so directed by the first sentence of Section 3(e) hereof. Notwithstanding anything Company, the Investors shall deliver to the contrary, Company (at the expense of the Company) or destroy (and deliver to the Company shall cause a certificate of destruction) all copies in the Investors' possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (d) In the event any Investor determines to engage the services of an underwriter, such Investor agrees to enter into and perform its transfer agent to promptly deliver shares of Common Stock obligations under an underwriting agreement, in usual and customary form, including, without any restrictive legend in accordance limitation, customary indemnification and contribution obligations, with the terms managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition 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) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settledSecurities.

OBLIGATIONS OF THE INVESTOR. a. The (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement, the Company shall notify the each Investor in writing of the information the Company reasonably requires seeks from each such Investor with respect to the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor in connection with any Registration Statement hereunder. The that such Investor shall as soon as practicable promptly furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. The (b) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(b), the Company shall cause its transfer agent to deliver unlegended shares 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. (c) 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. (d) Each Investor, by 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 and any amendments and supplements thereto. c. The hereunder, unless such Investor agrees that, upon receipt of any notice from has notified the Company in writing of the happening such Investor’s election to exclude all of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof, the Investor will immediately discontinue disposition of such Investor’s Registrable Securities pursuant to any from such 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) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof. 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) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settledStatement.

OBLIGATIONS OF THE INVESTOR. a. The (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the parties agree), the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any respect to such Registration Statement hereunderStatement. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall as soon as practicable furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. (b) The Investor 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 and any amendments and supplements theretohereunder, 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. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(p) hereof or the first sentence of Section 3(e) hereof3(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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as Prospectus contemplated by Section 3(p) or the first sentence of Section 3(e3(f) hereofor receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrarycontrary in this Section 4(c), the Company shall cause its transfer agent Transfer Agent to promptly deliver DWAC shares to a transferee of Common Stock without any restrictive legend the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an the 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(f3(p) hereof or the first sentence of Section 3(e3(f) hereof 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. a. The (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Parties agree), the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any respect to such Registration Statement hereunderStatement. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that each Investor shall as soon as practicable furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. The Investor (b) Each Investor, by acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any each Registration Statement hereunder and any amendments and supplements theretohereunder, unless the Investor has notified the Company in writing of the Investor’s election to exclude all of the Registrable Securities from such Registration Statement. c. The (c) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof3(i), 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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as Prospectus contemplated by the first sentence Section 3(i) or receipt of Section 3(e) hereofnotice that no supplement or amendment is required. Notwithstanding anything to the contrarycontrary in this Section 4(c), the Company shall cause its transfer agent to promptly deliver shares DWAC Shares to a transferee of Common Stock without any restrictive legend such Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an the 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(f3(i) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled. (d) Each 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. a. The (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the parties agree), the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any respect to such Registration Statement hereunderStatement. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall as soon as practicable furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. (b) The Investor 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 and any amendments and supplements theretohereunder, 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. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(p) hereof or the first sentence of 3(f) or the giving of notice as described in Section 3(e) hereof3(k), 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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as Prospectus contemplated by Section 3(k), Section 3(p) or the first sentence of Section 3(e3(f) hereofor receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrarycontrary in this Section 4(c), the Company shall cause its transfer agent to promptly deliver shares DWAC Shares to a transferee of Common Stock without any restrictive legend the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an the 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(f3(p) hereof or the first sentence of Section 3(e3(f) hereof or the giving of notice as described in Section 3(k) 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. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. b. The 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 and any amendments and supplements thereto. c. (a) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof3(d), the Investor will immediately shall as soon as reasonably practicable discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) Statement 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) hereof or the supplemented or amended prospectus as contemplated by the first sentence Section 3(d) or receipt of Section 3(e) hereofnotice that no supplement or amendment is required. Notwithstanding anything to the contrary, subject to compliance with the securities laws, the Company shall cause its transfer agent to promptly deliver shares unlegended certificates for Common Shares to a transferee of Common Stock without any restrictive legend the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an the 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(f3(d) hereof or the first sentence of Section 3(e) hereof 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. (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 each Registration Statement hereunder, 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.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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 Registration of such Registrable Securities and shall execute such documents in connection with such registration Registration as the Company may reasonably request. Notwithstanding the foregoing, the Registration Statement shall contain the “Selling Stockholder” and “Plan of Distribution” sections in substantially the form provided to the Company by the Investor. b. The 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 and any amendments and supplements theretohereunder. c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), 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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof). Notwithstanding anything to the contrary, the Company shall cause its transfer agent Transfer Agent to promptly deliver shares of Common Stock without any restrictive legend 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 to the Investor of the happening of any event of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. a. The (a) At least 5 Business Days prior to the first anticipated filing date of each Registration Statement, the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any respect to such Registration Statement hereunderStatement. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities that the Investor shall as soon as practicable furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. (b) The Investor Investor, by acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any each Registration Statement hereunder and any amendments and supplements theretohereunder, unless such 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. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof3(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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by Section 3(g) or the first sentence of Section 3(e3(f) hereofor receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrarycontrary in this Section 4(c), the Company shall cause its transfer agent to promptly deliver unlegended shares of the Company’s Common Stock without any restrictive legend 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 an the 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) hereof or the first sentence of Section 3(e3(f) hereof and for which the such 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. a. The ​ (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the parties agree), the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any respect to such Registration Statement hereunderStatement. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall as soon as practicable furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.. ​ b. (b) The Investor 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 and any amendments and supplements thereto.hereunder, 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. ​ c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(p) hereof or the first sentence of Section 3(e) hereof3(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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as Prospectus contemplated by Section 3(p) or the first sentence of Section 3(e3(f) hereofor receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrarycontrary in this Section 4(c), the Company shall cause its transfer agent to promptly deliver shares DWAC Shares to a transferee of Common Stock without any restrictive legend the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an the 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(f3(p) hereof or the first sentence of Section 3(e3(f) hereof 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. a. The (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the parties agree), the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any respect to such Registration Statement hereunderStatement. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall as soon as practicable promptly furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall promptly execute such documents in connection with such registration as the Company may reasonably request. b. (b) The Investor 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 and any amendments and supplements theretohereunder, 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. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(p) hereof or the first sentence of Section 3(e) hereof3(f), the Investor will shall (i) immediately discontinue disposition of Registrable Securities pursuant to any DOCPROPERTY "CUS_DocIDChunk0" 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) hereof or the supplemented or amended prospectus as Prospectus contemplated by Section 3(p) or the first sentence of Section 3(e3(f) hereofor 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 contrarycontrary in this Section 4(c), the Company shall cause its transfer agent to promptly deliver shares DWAC Shares to a transferee of Common Stock without any restrictive legend the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an the 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(f3(p) hereof or the first sentence of Section 3(e3(f) hereof 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. a. The (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the parties agree), the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any respect to such Registration Statement hereunderStatement. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall as soon as practicable furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. (b) The Investor 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 and any amendments and supplements theretohereunder, 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. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(p) hereof or the first sentence of Section 3(e) hereof3(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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as Prospectus contemplated by Section 3(o) or the first sentence of Section 3(e3(f) hereofor 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 contrarycontrary in this Section 4(c), the Company shall cause its transfer agent to promptly deliver shares DWAC Shares to a transferee of Common Stock without any restrictive legend the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an the 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(f3(o) hereof or the first sentence of Section 3(e3(f) hereof and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement or New Registration Statement hereunder. The Investor shall as soon as practicable 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. b. The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement or New Registration Statement hereunder and any amendments and supplements thereto. c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), 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) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof). Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver shares of Common Stock Ordinary 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 to the Investor of the happening of any event of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. Notwithstanding the foregoing, the Registration Statement shall contain the “Selling Stockholder” and “Plan of Distribution” sections, each in substantially the form provided to the Company by the Investor. b. The 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 and any amendments and supplements theretohereunder. c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), 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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof). Notwithstanding anything to the contrary, the Company shall cause its transfer agent Transfer Agent to promptly deliver shares of Common Stock without any restrictive legend issue DWAC Shares in accordance with the terms of the Purchase Agreement Transaction Documents 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) hereof or the first sentence of Section 3(eSection3(f) hereof and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. a. (a) The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. Notwithstanding the foregoing, the Registration Statement shall contain the "Selling Stockholder" and "Plan of Distribution" sections, each in substantially the form provided to the Company by the Investor. b. (b) The 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 and any amendments and supplements theretohereunder. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof3(b), 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 or 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) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof3(b). Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend issue DWAC Shares in accordance with the terms of the Securities 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) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settledsale.

OBLIGATIONS OF THE INVESTOR. a. The (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the parties agree), the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any respect to such Registration Statement hereunderStatement. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall as soon as practicable furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. (b) The Investor 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 and any amendments and supplements theretohereunder, 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. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(o) hereof or the first sentence of Section 3(e) hereof3(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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as Prospectus contemplated by Section 3(o) or the first sentence of Section 3(e3(f) hereofor 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 contrarycontrary in this Section 4(c), the Company shall cause its transfer agent to promptly deliver shares DWAC Shares to a transferee of Common Stock without any restrictive legend the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an the 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(f3(o) hereof or the first sentence of Section 3(e3(f) hereof 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. a. (a) The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement registration statement hereunder. The Investor shall as soon as practicable 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 affect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. (b) The 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 and any amendments and supplements theretoregistration statement hereunder. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), 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 a notice regarding the resolution supplemented or withdrawal of the stop order or suspension as amended prospectus contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof). 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) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled. Further, and notwithstanding any other provisions of this Agreement, in the event that 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) occurs and the existence of any stop order or other suspension of effectiveness of any registration statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction, should persist for more than twenty (20) consecutive business days, the Investor shall have the right to require the Company to buyback any Registrable Securities then still held by Investor by providing written or electronic notice to Company. Any such notice shall include the number of shares of Registrable Securities to be bought back by the Company, and such notice shall also include the dollar amount that equals the aggregate total value Investor paid for such buyback shares (the “Share Buyback Amount”), and a brokerage account extract evidencing the number of buyback shares. In the event that such notice is provided by Investor pursuant to this Section 4(c), then the Company shall pay the Share Buyback Amount to Investor within twenty (20) calendar days of Company’s receiving such notice. Upon the Company’s paying to Investor the Share Buyback Amount with respect to the buyback shares, such shares of Registrable Securities shall be deemed transferred or sold back to the Company, at the Investor’s direction, and Investor shall have no further legal rights with respect to such buyback shares bought back by the Company.

OBLIGATIONS OF THE INVESTOR. a. The (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the parties agree), the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any respect to such Registration Statement hereunderStatement. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall as soon as practicable promptly furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall promptly execute such documents in connection with such registration as the Company may reasonably request. b. (b) The Investor 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 and any amendments and supplements theretohereunder, 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. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(n) hereof or the first sentence of Section 3(e) hereof), 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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as Prospectus contemplated by Section 3(n) or the first sentence of Section 3(e) hereofor 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 contrarycontrary in this Section 4(c), the Company shall cause its transfer agent to promptly deliver shares DWAC Shares to a transferee of Common Stock without any restrictive legend the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an the 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(f3(n) hereof or the first sentence of Section 3(e) hereof 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. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. b. The 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 and any amendments and supplements thereto. c. (a) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof3(d), the Investor will immediately shall as soon as reasonably practicable discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) Statement 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) hereof or the supplemented or amended prospectus as contemplated by the first sentence Section 3(d) or receipt of Section 3(e) hereofnotice that no supplement or amendment is required. Notwithstanding anything to the contrarycontrary contained herein and subject to compliance with applicable securities laws, the Company shall cause its transfer agent to promptly deliver shares unlegended certificates for Common Shares to a transferee of Common Stock without any restrictive legend the Investor 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(f3(d) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled. (b) If the filing, initial effectiveness or continued use of a Registration Statement at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Investor, delay the filing or initial effectiveness of, or suspend use of such Registration Statement (each, an “Allowable Suspension Period”) for the shortest period of time, but in no event more than twenty (20) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Investor agree to suspend, immediately upon their receipt of the notice referred to above, its use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Investor of the expiration of any period during which it exercised its rights under this Section. (c) 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. (d) 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 each Registration Statement hereunder, 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.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. b. The 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 and any amendments and supplements thereto. c. (a) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(d) hereof or the first sentence of Section 3(e) hereof, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) Statement 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) hereof or the supplemented or amended prospectus as contemplated by the first sentence Section 3(d) or receipt of Section 3(e) hereofnotice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver unlegended certificates for shares of Common Stock without any restrictive legend to a transferee of the Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which an the 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(f3(d) hereof or the first sentence of Section 3(e) hereof 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 and that it will comply with Regulation M of the Exchange Act in connection with its offering and sale of its Registrable Securities. (c) The Investor shall accurately and fully complete the Selling Holder Questionnaire attached hereto as Exhibit B and shall deliver it the Company within 2 days of the date hereof.

OBLIGATIONS OF THE INVESTOR. ​ a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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.. Notwithstanding the foregoing, the Registration Statement shall contain the “Selling Stockholder” and “Plan of Distribution” sections, each in substantially the form provided to the Company by the Investor. ​ b. The 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 and any amendments and supplements thereto.hereunder. ​ c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), 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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof). Notwithstanding anything to the contrary, the Company shall cause its transfer agent Transfer Agent to promptly deliver shares of Common Stock without any restrictive legend 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 to the Investor of the happening of any event of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled.. ​

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify In connection with the registration of the Registrable Securities, the Investor in writing shall have the following obligations; (a) It shall be a condition precedent to the obligations of the information Company to complete the Company reasonably requires from registration pursuant to this Agreement with respect to the Registrable Securities of the Investor in connection with any Registration Statement hereunder. The that the Investor shall as soon as practicable timely furnish to the Company such information regarding itself, the Registrable Securities held by it it, and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect the registration of such Registrable Securities and shall timely execute such documents in connection with such registration as the Company may reasonably requestrequest If the Registration Statement refers to any Investor by name or otherwise as the holder of any securities of the Company, then such Investor shall have the right to require (i) the inclusion therein of language, in form and substance reasonably satisfactory to such Investor, to the effect that the ownership by such Investor of such securities is not to be construed as a recommendation by such Investor of the investment quality of the Company's securities covered thereby and that such ownership does not imply that such Investor will assist in meeting any future financial requirements of the Company, or (ii) if such reference to such Investor by name or otherwise is not required by the Securities Act or any similar Federal statute then in force, the deletion of the reference to such Investor in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required. b. (b) The Investor by 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 and any amendments and supplements thereto.hereunder; and c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(g) hereof or the first sentence of Section 3(e3(h) hereofabove, 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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by Section 3(g) or 3(h) and, if so directed by the first sentence of Section 3(e) hereof. Notwithstanding anything Company, the Investor shall deliver to the contrary, Company (at the expense of the Company) or destroy (and deliver to the Company shall cause its transfer agent to promptly deliver shares a certificate of Common Stock without any restrictive legend destruction) all copies in accordance with the terms Investor's possession, of the Purchase Agreement in connection with any sale of prospectus covering such Registrable Securities with respect to which an Investor has entered into a contract for sale prior to current at the Investor’s time of receipt of a notice from the Company to the Investor of the happening of any event of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settledsuch notice.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. b. The 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 and any amendments and supplements thereto. c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), the Investor will immediately discontinue disposition of Registrable Securities Shares pursuant to any Registration Statement(s) covering such Registrable Securities Shares 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) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereofor receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver unlegended certificates for shares of Common Stock without any restrictive legend to a transferee of the Investor in accordance with the terms of the Purchase Standby Equity Distribution Agreement in connection with any sale of Registrable Securities Shares with respect to which an the 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) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled. a. Each Investor covenants and agrees that it will comply with the plan of distribution and prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Shares pursuant to the Registration Statement. b. Each Investor acknowledges that the Registration Statement relates solely to the registration of the Registrable Shares in connection with their sale by such Investor pursuant to the Plan of Distribution contained in the Prospectus contained in the Registration Statement, and not to the issuance of the Registrable Shares to the Investor, and that the Company may be required to periodically update the Registration Statement from time to time with respect to the holdings of all selling shareholders. Accordingly, anything herein to the contrary notwithstanding, until such time as all Registrable Shares are sold pursuant to such Plan of Distribution or are otherwise eligible for sale under Rule 144(k), the Investor (or his, her or its successors to such Shares) shall upon reasonable request of the Company (which request may only be provided in connection with a bona fide obligation to report such information in a registration statements, proxy information, or annual reports or other report), to promptly advise the Company of its current holdings of outstanding Registrable Shares.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement registration statement hereunder. The Investor shall as soon as practicable 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. b. The 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 and any amendments and supplements theretoregistration statement hereunder. c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), 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 's receipt of the copies of a notice regarding the resolution supplemented or withdrawal of the stop order or suspension as amended prospectus contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof). 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 '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) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled. d. Investor covenants with the Company: (i) not to make any sale of the Registrable Securities without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied (it being understood that the Investor is expressly relying on the Company to electronically file with the SEC the final prospectus relating to the Registration Statement or any New Registration Statement within 2 Business Day of the effectiveness of such registration statement); and (ii) if such Registrable Securities are to be sold by any method or in any transaction other than on a national securities exchange or in the over-the-counter market, in privately negotiated transactions, or in a combination of such methods, to notify the Company at least two Business Days prior to the date on which Investor first offers to sell any such Registrable Securities.

OBLIGATIONS OF THE INVESTOR. a. (a) The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement registration statement hereunder. The Investor shall as soon as practicable 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. b. (b) The Investor 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 and any amendments and supplements theretohereunder, 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. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), 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 a notice regarding the resolution supplemented or withdrawal of the stop order or suspension as amended prospectus contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof). Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver shares of Common Stock Shares without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which 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) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. b. The 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 and any amendments and supplements thereto. c. (a) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(d) hereof or the first sentence of Section 3(e) hereof, the such Investor will immediately shall as soon as reasonably practicable discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) Statement 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) hereof or the supplemented or amended prospectus as contemplated by the first sentence Section 3(d) or receipt of Section 3(e) hereofnotice that no supplement or amendment is required. Notwithstanding anything to the contrary, subject to compliance with the securities laws, the Company shall cause its transfer agent to promptly deliver shares unlegended certificates for Common Shares to a transferee of Common Stock without any restrictive legend an Investor 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(f3(d) hereof or the first sentence of Section 3(e) hereof 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, and inaccordance with the Plan of Distribution attached as Exhibit A hereto. (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 each Registration Statement hereunder, 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.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. b. The 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 and any amendments and supplements thereto. c. (a) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(d) hereof or the first sentence of Section 3(e) hereof, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) Statement 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) hereof or the supplemented or amended prospectus as contemplated by the first sentence Section 3(d) or receipt of Section 3(e) hereofnotice that no supplement or amendment is required. Notwithstanding anything to the contrary, subject to compliance with the securities laws, the Company shall cause its transfer agent to promptly deliver unlegended certificates for shares of Common Stock without any restrictive legend 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 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(f3(d) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled. Registrable (c) The Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition thereof, including any arrangement between the Investor and any other Person relating to the sale or distribution of the Registrable Securities, as reasonably requested by the Company to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may request. The Company shall notify the Investor in writing of any other information the Company reasonably requires from the Investor in connection with the Registration Statement. The Investor will as promptly as practicable notify the Company of any material change in the information provided to the Company. (d) The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to the Registration Statement.

OBLIGATIONS OF THE INVESTOR. a. The At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection Investor. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with any Registration Statement hereunder. The respect to the Registrable Securities that the Investor shall as soon as practicable furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. The Investor Investor, by acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder and any amendments and supplements theretohereunder. c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), 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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereofor receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver shares unlegended Ordinary Shares to a transferee of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement an Investor 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 '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) hereof or the first sentence of Section 3(e) hereof 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 1933 Act as applicable to him in connection with sales of Registrable Securities pursuant to any Registration Statement.

OBLIGATIONS OF THE INVESTOR. a. The (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the parties agree), the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any respect to such Registration Statement hereunderStatement. The It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall as soon as practicable promptly furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall promptly execute such documents in connection with such registration as the Company may reasonably request. b. (b) The Investor 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 and any amendments and supplements theretohereunder, 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. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f3(p) hereof or the first sentence of Section 3(e) hereof3(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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as Prospectus contemplated by Section 3(p) or the first sentence of Section 3(e3(f) hereofor 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 contrarycontrary in this Section 4(c), the Company shall cause its transfer agent to promptly deliver shares DWAC Shares to a transferee of Common Stock without any restrictive legend the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an the 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(f3(p) hereof or the first sentence of Section 3(e3(f) hereof 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. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. Notwithstanding the foregoing, the Registration Statement shall contain the “Selling Securityholder” and “Plan of Distribution” in substantially the form attached hereto as Exhibit A or to be provided by the Investor when reasonably requested by the Company prior to the initial filing of any Registration Statement. b. The 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 and any amendments and supplements theretohereunder. c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), 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(e) or 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) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof3(i). Notwithstanding anything to the contrary, the Company shall cause its transfer agent Transfer Agent to promptly deliver shares of Common Stock without any restrictive legend 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 to the Investor of the happening of any event of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. a. The At least seven (7) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in connection such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with any Registration Statement hereunder. The respect to the Registrable Securities of the Investor that the Investor shall as soon as practicable 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. 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 and any amendments and supplements theretohereunder, 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. c. In the event the Investor elects to participate in an underwritten public offering pursuant to Section 2.b, 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. d. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof 3.h or the first sentence of Section 3(e) hereof3.g, 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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof. 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) hereof 3.h or the first sentence of Section 3(e) hereof and for which 3.g. e. The Investor may not participate in any underwritten offering pursuant to a registration hereunder unless the Investor has (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Investor entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees not yet settledto take any action to cause the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change to the Investor's status that would preclude the Company from using Form S-3 for the Registration Statement.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. Notwithstanding the foregoing, the Registration Statement shall contain the “Selling Stockholder” and “Plan of Distribution” sections, each in substantially the form provided to the Company by the Investor. b. The 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 and any amendments and supplements theretohereunder. c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), 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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof). Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend 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 to the Investor of the happening of any event of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. Notwithstanding the foregoing, the Registration Statement shall contain the “Selling Stockholder” and “Plan of Distribution” sections, each in substantially the form provided to the Company by the Investor. b. The 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 and any amendments responding to the comments and supplements theretoqueries from the SEC in connection therewith unless its counsel shall otherwise advise. c. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), 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 a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) hereof or the supplemented or amended prospectus as contemplated by the first sentence of Section 3(e) hereof). Notwithstanding anything to the contrary, the Company shall cause its transfer agent Transfer Agent to promptly deliver shares of Common Stock without any restrictive legend 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 to the Investor of the happening of any event of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled.

OBLIGATIONS OF THE INVESTOR. a. (a) The Company shall notify the Investor in writing (by email or otherwise) of the information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder. The Investor shall as soon as practicable 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. b. (b) The 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 and any amendments and supplements thereto. c. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) hereof or the first sentence of Section 3(e) hereof), 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) hereof or of the supplemented or amended prospectus as contemplated by Section 3(f) or the first sentence of Section 3(e) hereof). Notwithstanding anything to the contrary, the Company shall cause its transfer agent Transfer Agent to promptly deliver shares of New 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 the 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) hereof or the first sentence of Section 3(e) hereof and for which the Investor has not yet settled.