Common use of Obligations of the Purchasers Clause in Contracts

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. A An Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b2(c)(ii) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e3(h) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Trading Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Trading Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. The Company shall not be required to include the Registrable Securities of a holder thereof in a Registration Statement and shall not be required to pay any liquidated or other damages under Sections 2(a) or 2(c) hereof to such holder or other Person who fails to furnish to the Company a fully completed selling stockholder questionnaire at least two Trading Days prior to the Filing Date. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) 2(c)(ii), or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e3(h) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five ten (510) Business Days prior to the first anticipated filing date of any Registration StatementStatement or Canadian Prospectus, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statementor Canadian Prospectus. (b) Each Purchaser, 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 a Registration Statement or Canadian Prospectus hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such the Registration StatementStatement or Canadian Prospectus. Each Purchaser agrees to comply with the applicable prospectus delivery requirements under (i) the 1933 Act in connection with any resales of Registrable Securities pursuant to the Registration Statement and (ii) Applicable Canadian Securities Laws in connection with any resales of Registrable Securities pursuant to the Canadian Prospectus. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to described in Section 2.4(d2(e)(ii), 3(h) and Section 2.4(e) hereofor 3(l), such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement or Canadian Prospectus covering such Registrable Securities, until the Purchaser is advised Purchaser’s receipt of the copies of the supplemented or amended Prospectus filed with the Principal Regulator or the SEC and, if applicable, declared effective by the SEC, or receipt of notice from the Company that no supplement or amendment is required or any applicable stop order or suspension has been lifted, and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser’s possession of the Prospectus covering the Registrable Securities current at the time of receipt of such dispositions notice. (d) No Purchaser may again be madeparticipate in any third party underwritten registration pursuant to Section 2(b) hereunder unless it (i) agrees to sell the Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up 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, commissions and fees.

Obligations of the Purchasers. In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: (a) Each It shall be a condition precedent to the obligations of the Company to include any Purchaser’s Registrable Securities in any Registration Statement that such Purchaser shall timely furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and it, the intended method of disposition of the Registrable Securities held by it, it and any other information as shall be reasonably required to effect the registration of such Registrable Securities and shall provide such information and execute such documents in connection with such registration as the Company may reasonably request. At least five (5) three Business Days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementPurchaser. (b) Each Purchaser, by its such Purchaser’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement Statements hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser’s election to exclude all of its such Purchaser’s Registrable Securities from the Registration Statements. (c) In the event that Purchasers holding a majority-in-interest of the Registrable Securities being registered determine to engage the services of an underwriter, each Purchaser agrees to enter into and perform such Purchaser’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Purchaser has notified the Company in writing of such Purchaser’s election to exclude all of such Purchaser’s Registrable Securities from such Registration Statement. (cd) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of any event of which the Company has knowledge as a result of which the prospectus included in any Registration Statement, as then in effect, includes an event pursuant untrue statement of a material fact or omission to Section 2.4(d) and Section 2.4(e) hereofstate a material fact required to be stated therein or necessary to make the statements therein not misleading, or of the issuance of a stop order or other suspension of effectiveness of any Registration Statement, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Purchaser’s receipt of the copies of the supplemented or amended prospectus and, until if so directed by the Company, such Purchaser is advised 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 Purchaser’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (e) No Purchaser may participate in any underwritten registration hereunder unless such Purchaser: (i) agrees to sell such Purchaser’s Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 6 below. (f) Each Purchaser covenants and agrees that such dispositions may again be madeit will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with the offer and sale of Registrable Securities pursuant to any Registration Statement.

Obligations of the Purchasers. In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: (a) Each It shall be a condition precedent to the obligations of the Company to include any Purchaser’s Registrable Securities in any Registration Statement that such Purchaser shall timely furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and it, the intended method of disposition of the Registrable Securities held by it, it and any other information as shall be reasonably required to effect the registration of such Registrable Securities and shall provide such information and execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days three business days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementPurchaser. (b) Each Purchaser, by its such Purchaser’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement Statements hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser’s election to exclude all of its such Purchaser’s Registrable Securities from the Registration Statements. (c) In the event that Purchasers holding a majority-in-interest of the Registrable Securities being registered determine to engage the services of an underwriter, each Purchaser agrees to enter into and perform such Purchaser’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Purchaser has notified the Company in writing of such Purchaser’s election to exclude all of such Purchaser’s Registrable Securities from such Registration Statement. (cd) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of any event of which the Company has knowledge as a result of which the prospectus included in any Registration Statement, as then in effect, includes an event pursuant untrue statement of a material fact or omission to Section 2.4(d) and Section 2.4(e) hereofstate a material fact required to be stated therein or necessary to make the statements therein not misleading, or of the issuance of a stop order or other suspension of effectiveness of any Registration Statement, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Purchaser’s receipt of the copies of the supplemented or amended prospectus and, until if so directed by the Company, such Purchaser is advised 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 Purchaser’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (e) No Purchaser may participate in any underwritten registration hereunder unless such Purchaser: (i) agrees to sell such Purchaser’s Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 6 below. (f) Each Purchaser covenants and agrees that such dispositions may again be madeit will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with the offer and sale of Registrable Securities pursuant to any Registration Statement.

Obligations of the Purchasers. (a) Each In connection with the registration of the Registrable Securities, each Purchaser shall have the following obligations: 4.1 It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five three (53) Business Days business days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementPurchaser. (b) Each 4.2 Purchaser, by its such Purchaser's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser's election to exclude all of its such Purchaser's Registrable Securities from such the Registration Statement. (c) Each 4.3 Purchaser whose Registrable Securities are included in a Registration Statement understands that the Securities Act may require delivery of a prospectus relating thereto in connection with any sale thereof pursuant to such Registration Statement, and each such Purchaser shall use its reasonable efforts to comply with the applicable prospectus delivery requirements of the Securities Act in connection with any such sale. 4.4 Purchaser agrees that, upon receipt of any written notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d) and Section 2.4(e) hereof3.6, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Purchaser's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 and, until if so directed by the Company, such Purchaser is advised 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 Purchaser's possession (other than a limited number of permanent file copies), of the prospectus covering such Registrable Securities current at the time of receipt of such notice. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Purchaser in connection with any sale of Registrable Securities with respect to which such Purchaser has entered into a contract for sale prior to receipt of such notice and for which such Purchaser has not yet settled. 4.5 Without limiting Purchaser's rights under Section 2.1 or 3.2 hereof, no Purchaser may participate in any underwritten distribution hereunder unless such Purchaser (a) agrees to sell such Purchaser's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (c) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company that such dispositions may again be made.pursuant to Article V.

Obligations of the Purchasers. (a) Each Purchaser shall promptly furnish in writing to the Company Corporation such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company Corporation may reasonably request. At least five (5) 10 Business Days prior to the first anticipated filing date of any the Registration Statement, the Company Corporation shall notify each Purchaser of the information the Company Corporation requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company Corporation at least two (2) 3 Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company Corporation as reasonably requested by the Company Corporation in connection with the preparation and filing of a Registration Statement hereunder, unless such Purchaser has notified the Company Corporation in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company Corporation of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b2(d)(ii) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e3(a)(xiii) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, Securities until the Purchaser is advised by the Company Corporation that a supplemented or amended prospectus has been filed with the SEC and until any related post-effective amendment is declared effective and, if so directed by the Corporation, the Purchaser shall deliver to the Corporation or destroy (and deliver to the Corporation a certificate of destruction) all copies in the Purchaser’s possession of the Prospectus covering the Registrable Securities current at the time of receipt of such dispositions may again be madenotice.

Obligations of the Purchasers. (a) Each At least two Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Purchaser in writing of the information the Company requires from such Purchaser in order to have that Purchaser’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless such the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement existence of an Allowed Delay pursuant to Section 2.1(b) or (ii) a Grace Period, the happening of an event pursuant to Section 2.4(d) and Section 2.4(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities, Securities until the Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 8.3(f) or receipt of notice that no supplement or amendment is required. (d) Each Purchaser is advised by covenants and agrees that it will comply with the Company that such dispositions may again be madeprospectus 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.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) In the event the Company, at the request of the Purchasers, determines to engage the services of an underwriter, such Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities. (d) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b2(c)(ii) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e3(j) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised Purchaser's receipt of the copies of the supplemented or amended prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company that (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities current at the time of receipt of such dispositions notice. (e) No Purchaser may again participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. Notwithstanding the foregoing, no Purchaser shall be maderequired to make any representations to such underwriter, other than those with respect to itself and the Registrable Securities owned by it, including its right to sell the Registrable Securities, and any indemnification in favor of the underwriter by the Purchasers shall be several and not joint and limited in the case of any Purchaser, to the proceeds received by such Purchaser from the sale of its Registrable Securities. The scope of any such indemnification in favor of an underwriter shall be limited to the same extent as the indemnity provided in Section 6(b) hereof.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be reasonably required to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least five ten (510) Business Days days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its or Additional Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from such the Registration Statement. Each Purchaser agrees to comply with the applicable prospectus delivery requirements under the 1933 Act in connection with any resales of Registrable Securities pursuant to the Registration Statement. (c) In the event the Company determines to engage the services of an underwriter which engagement is reasonably acceptable to the Purchasers, each Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable. (d) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to Section 2.4(d) and Section 2.4(e) hereofrendering a Registration Statement no longer effective, such Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser’s receipt of the copies of the supplemented or amended prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser is advised shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser’s possession of the prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice. (e) No Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company that such dispositions may again be madepursuant to the terms of this Agreement.

Obligations of the Purchasers. (a) Each At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Purchaser in writing of any information the Company requires from such Purchaser in order to have that Purchaser’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless such the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d10.4(e) and Section 2.4(e) hereofor the first sentence of 10.4(d), such the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities, Securities until the Purchaser Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 10.4(e) or the first sentence of 10.4(d) or receipt of notice that no supplement or amendment is advised by required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Purchaser in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 10.4(e) or the first sentence of 10.4(d) and for which the Purchaser has not yet settled. (d) Each Purchaser covenants and agrees that such dispositions may again be madeit will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom (including, without limitation, Rule 172 under the Securities Act) in connection with sales of Registrable Securities pursuant to the Registration Statement.

Obligations of the Purchasers. (a) Each It shall be a condition precedent to the obligations of the Company and the Guarantors to take any action pursuant to Section 2 hereof with respect to the Registrable Securities of any Purchaser shall that such Purchaser furnish in writing to the Company such and the Guarantors a Securityholder Questionnaire and any other 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 Securities, and such Purchaser shall execute such documents in connection with such registration as the Company and the Guarantors may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company or the Guarantors shall notify each Purchaser of the information the Company requires and the Guarantors require from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the such Registration Statement. A Purchaser shall provide such information to the Company and the Guarantors at least two three (23) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the such Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company and the Guarantors as reasonably requested by the Company and the Guarantors in connection with the preparation and filing of a Registration Statement hereunder, unless such Purchaser has notified the Company and the Guarantors in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company or the Guarantors of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b2(c)(ii) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e3(h) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company or a Guarantor that such dispositions may again be made. (d) Each Purchaser 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 any Registration Statement.

Obligations of the Purchasers. (a) Each In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: A. It shall be a condition precedent to the obligations of the Company under Sections 2 and 3 with respect to the Registrable Securities of a particular Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days trading days prior to the first anticipated filing date of any the Initial Registration Statement or the New Registration Statement, as the case may be, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementPurchaser. (b) B. Each Purchaser, by its such Purchaser’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a each Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser’s election to exclude all of its such Purchaser’s Registrable Securities from such Registration Statement. (c) C. Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to Section 2.4(dof the kind described in Sections 3(D) and Section 2.4(e) hereofor 9, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, Securities until such Purchaser’s receipt of the Purchaser is advised copies of the supplemented or amended prospectus contemplated by the Company that such dispositions may again be madeSections 3(D) or 9.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii5.1(b)(ii) the happening of an event pursuant to Section 2.4(d5.4(d) and Section 2.4(e5.4(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five ten (510) Business Days business days prior to the first anticipated filing date of any Registration StatementStatement or Canadian Prospectus, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statementor Canadian Prospectus. (b) Each Purchaser, 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 a Registration Statement or Canadian Prospectus hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such the Registration StatementStatement or Canadian Prospectus. Each Purchaser agrees to comply with the applicable prospectus delivery requirements under (i) the 1933 Act in connection with any resales of Registrable Securities pursuant to the Registration Statement and (ii) Applicable Canadian Securities Laws in connection with any resales of Registrable Securities pursuant to the Canadian Prospectus. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to described in Section 2.4(d2(e)(ii), 3(g) and Section 2.4(e) hereofor 3(k), such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement or Canadian Prospectus covering such Registrable Securities, until the Purchaser is advised Purchaser’s receipt of the copies of the supplemented or amended Prospectus filed with the Principal Regulator or the SEC and, if applicable, declared effective by the SEC, or receipt of notice from the Company that no supplement or amendment is required or any applicable stop order or suspension has been lifted, and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser’s possession of the Prospectus covering the Registrable Securities current at the time of receipt of such dispositions notice. (d) No Purchaser may again be madeparticipate in any third party underwritten registration pursuant to Section 2(b) hereunder unless it (i) agrees to sell the Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up 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, commissions and fees.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be reasonably required to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least five fifteen (515) Business Days business days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its or Additional Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from such the Registration Statement. Each Purchaser agrees to comply with the applicable prospectus delivery requirements under the 1933 Act in connection with any resales of Registrable Securities pursuant to the Registration Statement. (c) In the event the Company determines to engage the services of an underwriter which engagement is reasonably acceptable to the Purchasers, each Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable. (d) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to Section 2.4(d) and Section 2.4(e) hereofrendering a Registration Statement no longer effective, such Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser is advised shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice. (e) No Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company that such dispositions may again be madepursuant to the terms of this Agreement.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii2.1(b)(ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: A. It shall be a condition precedent to the obligations of the Company under Sections 2 and 3 with respect to the Registrable Securities of a particular Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Trading Days prior to the first anticipated filing date of any the Initial Registration Statement or the New Registration Statement, as the case may be, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementPurchaser. (b) B. Each Purchaser, by its such Purchaser’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a each Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser’s election to exclude all of its such Purchaser’s Registrable Securities from such Registration Statement. (c) C. Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to Section 2.4(dof the kind described in Sections 3(D) and Section 2.4(e) hereofor 9, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, Securities until such Purchaser’s receipt of the Purchaser is advised copies of the supplemented or amended prospectus contemplated by the Company that such dispositions may again be madeSections 3(D) or 9.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b2(c)(ii) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e3(h) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: 4.1 It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days business days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementPurchaser. (b) 4.2 Each Purchaser, by its such Purchaser's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser's election to exclude all of its such Purchaser's Registrable Securities from such the Registration Statement. (c) 4.3 Each Purchaser whose Registrable Securities are included in a Registration Statement understands that the Securities Act may require delivery of a prospectus relating thereto in connection with any sale thereof pursuant to such Registration Statement, and each such Purchaser shall use its reasonably best efforts to comply with the applicable prospectus delivery requirements of the Securities Act in connection with any such sale. 4.4 Each Purchaser agrees to notify the Company promptly, but in any event within 72 hours after the date on which all Registrable Securities owned by such Purchaser have been sold by such Purchaser, if such date is prior to the expiration of the Registration Period, so that the Company may comply with its obligation to terminate the Registration Statement in accordance with Item 512 of Regulation S-K or Regulation S-B, as the case may be. 4.5 In the event Purchasers holding a majority in interest of the Registrable Securities being offered determine to engage the services of an underwriter, each Purchaser agrees to enter into and perform such Purchaser's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Purchaser has notified the Company in writing of such Purchaser's election to exclude all of such Purchaser's Registrable Securities from the Registration Statement. 4.6 Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d) and Section 2.4(e) hereof3.6 or 3.7, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Purchaser's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or 3.7 and, until the Purchaser is advised if so directed by the Company, such Purchaser shall deliver to the Company that (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such dispositions may again be madePurchaser's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b3.1(b)(ii) or (ii) the happening of an event pursuant to Section 2.4(d3.4(d)(C)-(F) and or Section 2.4(e3.4(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made. (d) At the end of the Registration Period, each Purchaser shall discontinue sales of Registrable Securities pursuant to any Registration Statement upon receipt of notice from the Company of its intention to remove from registration the Registrable Securities covered by any such Registration Statement which remain unsold, and each Purchaser shall notify the Company of the number of Registrable Securities so registered which remain unsold promptly upon receipt of such notice from the Company.

Obligations of the Purchasers. (a) In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: 4.1 Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably requestSecurities. At least five (5) Business Days business days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementPurchaser. (b) 4.2 Each Purchaser, by its such Purchaser's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement Statements hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser's election to exclude all of its such Purchaser's Registrable Securities from such the Registration Statement. (c) 4.3 Each Purchaser whose Registrable Securities are included in a Registration Statement understands that the Securities Act may require delivery of a prospectus relating thereto in connection with any sale thereof pursuant to such Registration Statement, and each such Purchaser shall use its reasonable efforts to comply with the applicable prospectus delivery requirements of the Securities Act in connection with any such sale. 4.4 [Intentionally omitted] 4.5 Each Purchaser agrees that, upon receipt of any written notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d) and Section 2.4(e) hereof3.6, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Purchaser's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or advice that a supplement or amendment is not required and, until if so directed by the Company, such Purchaser is advised 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 Purchaser's possession (other than a limited number of permanent file copies), of the prospectus covering such Registrable Securities current at the time of receipt of such notice. Purchaser's obligations under this paragraph shall in no way limit the Company's obligations under this Agreement or Purchaser's rights or remedies against the Company with respect to any breach or threatened breach by the Company that of any such dispositions may again be madeobligations.

Obligations of the Purchasers. (a) Each Purchaser shall furnish Notwithstanding any other provision of the Agreement, no Holder of Registrable Securities may include any of its Registrable Securities in writing the Registration Statement pursuant to this Agreement unless the Holder furnishes to the Company such information regarding itself, the Registrable Securities held by it a completed 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 signed Selling Stockholder Questionnaire at least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement; provided, however, the Company must notify the Holder of an anticipated filing of a Registration Statement at least fifteen (15) Business Days prior to the first anticipated filing date of any Registration Statement. Each Holder who intends to include any of its Registrable Securities in the Registration Statement shall promptly furnish the Company in writing such other information as the Company may reasonably request in writing. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or provided in response to a request for further information as described in this Section 2.4(a) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. The Company shall not be obligated to file more than one post-effective amendment or supplement in any sixty (60) day period following the date such Registration Statement is declared effective for the purposes of naming Holders as selling security holders who are not named in such Registration Statement at the time of effectiveness. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. The Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Common Stock beneficially owned by such Holder and any affiliate thereof, (ii) any FINRA affiliations, (iii) any natural persons who have the power to vote or dispose of the shares of Common Stock and (iv) any other information as may be requested by the SEC, FINRA or any state securities commission. Each Holder agrees by its acquisition of such Registrable Securities that, it will not commence a disposition of Registrable Securities under the Registration Statement until such Holder has received written confirmation from the Company of the availability of the Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d2.3(d) and Section 2.4(e2.3(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be mademade and/or the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed and, if so directed by the Company, each Holder will deliver to the Company or destroy (at the Company’s expense) all copies, other than permanent file copies then in its possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

Obligations of the Purchasers. (a) Each It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2 hereof with respect to the Registrable Securities of any Purchaser shall that such Purchaser furnish in writing to the Company such a Selling Securityholder Questionnaire and any other 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 Securities, and such Purchaser shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the such Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the such Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b2(c)(ii) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e3(h) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made. (d) Each Purchaser 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 any Registration Statement. (e) The Purchaser listed on Schedule A hereto represents that the number of shares opposite its name is the total number of shares of Common Stock beneficially owned by such Purchaser as of the date of this Agreement.

Obligations of the Purchasers. In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: (a) Each It shall be a condition precedent to the obligations of the Company to use its reasonable efforts to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a holder of Registrable Securities that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it it, and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities Securities, and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to As soon as is reasonably practicable after the first anticipated filing date of any Registration Statementhereof, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser (the "Requested Information"), if such Purchaser elects shall elect to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company If, at least two (2) Business Days five business days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement, the Company has not received the Requested Information from a Purchaser (a "Non-Responsive Purchaser"), then the Company may file the Registration Statement without including the Registrable Securities of such Non-Responsive Purchaser. (b) Each Purchaser, Purchaser 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 a the Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such the Registration StatementStatement or is otherwise a Non-Responsive Purchaser. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement occurrence of an Allowed Delay pursuant to any event of the kind described in Section 2.1(b3(e) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e) hereof3(f), such Purchaser will it shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Purchaser's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(e) and, until the Purchaser is advised if so directed by the Company, such Purchaser shall deliver to the Company that (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such dispositions may again be madePurchaser's possession of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be reasonably required to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from such the Registration Statement. Each Purchaser agrees to comply with the applicable prospectus delivery requirements under the 1933 Act in connection with any resales of Registrable Securities pursuant to the Registration Statement. (c) In the event the Company determines to engage the services of an underwriter which engagement is reasonably acceptable to the Purchasers, each Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable. (d) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to Section 2.4(d) and Section 2.4(e) hereofrendering a Registration Statement no longer effective, such Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser’s receipt of the copies of the supplemented or amended prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser is advised shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser’s possession of the prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice. (e) No Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company that such dispositions may again be madepursuant to the terms of this Agreement.

Obligations of the Purchasers. (a) Each Purchaser shall agrees to furnish in writing to the Company upon request a completed selling stockholder questionnaire in customary form that contains such information regarding itselfPurchaser, the Registrable Securities securities of the Company held by it Purchaser and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required requested by the Company to effect the registration of such the Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably requestSecurities. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) 5.1 Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement and shall not be required to pay any liquidated or other damages under Sections 2.1 and 2.3 hereof to such Holder who fails to furnish to the Company a fully completed selling holder questionnaire containing the required information referenced in this Section 5.1 at least two Business Days prior to the Filing Date. (b) 5.2 Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) 5.3 Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b2.3(a) or (b) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e3.1(g) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: (a) Each It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five ten (510) Business Days days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser (the "Requested Information") if such Purchaser elects to have any of its such Purchaser's Registrable Securities included are eligible for inclusion in the Registration Statement. A Purchaser shall provide such information to the Company If at least two one (21) Business Days Trading Day prior to the first anticipated filing date the Company has not received the Requested Information from a Purchaser (a "Non-Responsive Purchaser"), then the Company may file the Registration Statement without including Registrable Securities of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement.Non-Responsive Purchaser; (b) Each Purchaser by such Purchaser, by its '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 a the Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser's election to exclude all of its such Purchaser's Registrable Securities from such the Registration Statement.; (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d3(e) and Section 2.4(e) hereofor 3(f), such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Purchaser's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or 3(f) and, until the Purchaser is advised if so directed by the Company, such Purchaser 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 Purchaser's possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice; and (d) Each Purchaser agrees that such dispositions may again be madeit will not sell Registrable Securities other than pursuant to an effective registration statement (or an exemption from registration) and will comply with any applicable prospectus delivery requirements.

Obligations of the Purchasers. (a) Each At least ten Business Days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Purchaser in writing of any information the Company requires from such Purchaser in order to have that Purchaser’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless such the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement issuance of an Allowed Delay pursuant to Section 2.1(b) any stop order or (ii) other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction or the happening of any event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an event pursuant untrue statement of a material fact or omission to Section 2.4(d) and Section 2.4(e) hereofstate a material fact required to be stated therein or necessary to make the statements therein, such in the light of the circumstances under which they were made, not misleading, the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities, Securities until the Purchaser’s receipt of the copies of the supplemented or amended prospectus or receipt of notice that no supplement or amendment is required. (d) Each Purchaser is advised by covenants and agrees that it will comply with the Company that such dispositions may again be madeprospectus 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.

Obligations of the Purchasers. (a) Each At least five Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Purchaser in writing of the information the Company requires from such Purchaser in order to have that Purchaser’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless such the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d10.4(e) and Section 2.4(e) hereofor the first sentence of 10.4(d), such the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities, Securities until the Purchaser Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 10.4(e) or the first sentence of 10.4(d) or receipt of notice that no supplement or amendment is advised by required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Purchaser in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 10.4(e) or the first sentence of 10.4(d) and for which the Purchaser has not yet settled. (d) Each Purchaser covenants and agrees that such dispositions may again be madeit 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.

Obligations of the Purchasers. (a) Each At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall send each Purchaser a selling stockholder questionnaire in substantially the form attached hereto as Exhibit C. 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 Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities within five (5) Business Days and such Purchaser shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its such Purchaser’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser’s election to exclude all of its such Purchaser’s Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d3.1(g) and or the first sentence of Section 2.4(e) hereof3.1(f), such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable SecuritiesSecurities until such Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.1(g) or the first sentence of Section 3.1(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, until the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Purchaser in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3.1(g) or the first sentence of Section 3.1(f) and for which the Purchaser is advised by has not yet settled. (d) Each Purchaser covenants and agrees that it will comply with the Company that such dispositions may again be madeprospectus 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.

Obligations of the Purchasers. In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: (a) Each It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementSecurities. (b) Each Purchaser by such Purchaser, by its '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 a the Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser's election to exclude all of its such Purchaser's Registrable Securities from such the Registration Statement.; (c) In the event Purchasers holding a majority in interest of the Registrable Securities (including for this purpose the Securities exercisable for or convertible into such Registrable Securities) being registered determine to engage the services of an underwriter, each Purchaser agrees to enter into and perform such Purchaser's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Purchaser has notified the Company in writing of such Purchaser's election to exclude all of such Purchaser's Registrable Securities from the Registration Statement; (d) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d3(f) and Section 2.4(e) hereofor 3(g), such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Purchaser's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or 3(g) and, if so directed by the Company, such Purchaser 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 Purchaser's possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice; (e) No Purchaser may participate in any underwritten registration hereunder unless such Purchaser (i) agrees to sell such Purchaser's Registrable Securities on the basis provided in any underwriting arrangements approved by the Purchasers 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 and other fees and expenses of investment bankers and any manager or managers of such underwriting and legal expenses of the underwriters applicable with respect to its Registrable Securities, until in each case to the Purchaser is advised extent not payable by the Company that such dispositions may again be madepursuant to the terms of this Agreement; and (f) Each Purchaser agrees to take all reasonable actions necessary to comply with the prospectus delivery requirements of the 1933 Act applicable to its sales of Registrable Securities and to assist the Company in carrying out its obligations hereunder.

Obligations of the Purchasers. In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: (a) Each Take all other reasonable actions necessary to expedite and facilitate the disposition by the Purchasers of the Warrants and the Registrable Securities pursuant to the Registration Statement. (b) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement of the Warrants and the Registrable Securities of each Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Warrants and the Registrable Securities held by it it, and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Warrants and such Registrable Securities Securities, and such Purchaser shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each such Purchaser of the information the Company requires from such Purchaser (the "Requested Information") if such Purchaser elects to have any of its Warrants and its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company If, at least two (2) Business Days business days prior to the first anticipated filing date date, the Company has not received the Requested Information from a Purchaser, then the Company may file the Registration Statement without including the Warrants and the Registrable Securities of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement.Purchaser; (bc) Each The Purchaser, by its such Purchaser's acceptance of the Warrants or the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser's election to exclude all of its such Purchaser's Warrants or Registrable Securities from such Registration Statement.; and (cd) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d3(d) and Section 2.4(eor 3(e) hereofabove, such Purchaser will immediately discontinue disposition of its Warrants or Registrable Securities pursuant to the Registration Statement covering such Warrants or Registrable SecuritiesSecurities until such copies of the supplemented or amended prospectus contemplated by Section 3(d) or 3(e) shall be furnished to such Purchaser. (e) If the offering is underwritten, until at the request of the managing underwriters, each Purchaser is advised or his permitted assignee holding more than one percent (1%) of the Company's voting securities shall agree not to sell or otherwise transfer or dispose of any Registrable Securities of the Company held by such Purchaser (other than those included in the registration) for a period specified by the underwriters not to exceed ninety (90) days following the effective date of the Registration Statement, provided that all officers and directors of the Company that such dispositions may again be madeand holders of at least one percent (1%) of the Company's voting securities enter into similar agreements. The obligations described in this Section 4(e) shall not apply to a Registration relating solely to employee share option plans or an acquisition transaction registered on Form S-4.

Obligations of the Purchasers. In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: (a) Each It shall be a condition precedent to the obligations of the Company to include any Purchaser’s Registrable Securities in any Registration Statement that such Purchaser shall timely furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and it, the intended method of disposition of the Registrable Securities held by it, it and any other information as shall be reasonably required to effect the registration of such Registrable Securities and shall provide such information and execute such documents in connection with such registration as the Company may reasonably request. At least five three (53) Business Days business days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementPurchaser. (b) Each Purchaser, by its such Purchaser’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement Statements hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser’s election to exclude all of its such Purchaser’s Registrable Securities from the Registration Statements. (c) In the event Purchasers holding a majority-in-interest of the Registrable Securities being registered determine to engage the services of an underwriter, each Purchaser agrees to enter into and perform such Purchaser’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Purchaser has notified the Company in writing of such Purchaser’s election to exclude all of such Purchaser’s Registrable Securities from such Registration Statement. (cd) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d3(e) and Section 2.4(e) hereofor 3(f), such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or 3(f) and, until if so directed by the Company, such Purchaser is advised 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 Purchaser’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (e) No Purchaser may participate in any underwritten registration hereunder unless such Purchaser: (i) agrees to sell such Purchaser’s Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below. (f) Each Purchaser covenants and agrees that such dispositions may again be madeit will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with the offer and sale of Registrable Securities pursuant to any Registration Statement.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and as shall be necessary so that the Registration Statement, the Prospectus or any preliminary prospectus or similar offering document shall not include any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall promptly notify the Company if any such previously provided information shall contain or omit any such information. Each Purchaser shall also execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay a Suspension pursuant to Section 2.1(b) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e) hereof3, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser Purchaser’s receipt of the supplemented or amended prospectus filed with the SEC and until any related post-effective amendment is advised declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company that (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Purchaser’s possession of the Prospectus covering the Registrable Securities current at the time of receipt of such dispositions may again be madenotice.

Obligations of the Purchasers. (a) Each Purchaser shall Holder of Registrable Securities included in a Registration Statement agrees to furnish in writing to the Company a completed selling shareholder questionnaire in the form provided to such information regarding itself, Holder not more than ten (10) calendar days following the Registrable Securities held by it and the intended method date of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration receipt of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably requestselling shareholder questionnaire. At least five ten (510) trading days prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement, the Company will notify each Holder of the information the Company reasonably requires from that Holder for inclusion in the Registration Statement other than the information contained in the selling shareholder questionnaire, if any, which shall be completed and delivered to the Company promptly upon request and, in any event, on or prior to the latest of (i) the fifth (5th) Business Days Day following such request, (ii) the fifth (5th) Business Day prior to the first anticipated filing date of any Registration StatementStatement and (iii) the date the questionnaire required by the immediately preceding sentence is required to be delivered, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information Each Holder who intends to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have include any of its Registrable Securities included in the Registration Statement shall promptly furnish the Company in writing such other information as the Company may reasonably request in writing. Each Holder acknowledges and agrees that the information in the selling shareholder questionnaire or request for further information as described in this Section 2.4(a) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. The Company shall not be obligated to file more than one post-effective amendment or supplement in any sixty (60) day period following the date such Registration Statement is declared effective for the purposes of naming Holders as selling security holders who are not named in such Registration Statement at the time of effectiveness. (b) Each Purchaser, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. The Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Common Stock beneficially owned by such Holder and any affiliate thereof, (ii) any FINRA affiliations, (iii) any natural persons who have the power to vote or dispose of the Common Stock and (iv) any other information as may be requested by the SEC, FINRA or any state securities commission in connection with any registration or sale of Registrable Securities hereunder. Each Holder agrees by its acquisition of such Registrable Securities that it will not commence a disposition of Registrable Securities under the Registration Statement until such Holder has received (i) written confirmation from the Company of the availability of the Registration Statement, (ii) copies of the supplemented Prospectus and/or amended Registration Statement as described are either delivered or available on the SEC’s XXXXX database, and, in each case, has also received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference, or are available on the SEC’s XXXXX database, in such Prospectus or Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) hereof or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d2.3(d) and Section 2.4(e2.3(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be mademade and/or the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed and, if so directed by the Company, each Holder will deliver to the Company or destroy (at the Company’s expense) all copies, other than permanent file copies then in its possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be reasonably required to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least five fifteen (515) Business Days business days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its or Additional Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from such the Registration Statement. Each Purchaser agrees to comply with the applicable prospectus delivery requirements under the 1933 Act in connection with any resales of Registrable Securities pursuant to the Registration Statement. (c) In the event the Company determines to engage the services of an underwriter which engagement is reasonably acceptable to the Purchasers, each Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable. (d) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to Section 2.4(d) and Section 2.4(e) hereofrendering a Registration Statement no longer effective, such Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser’s receipt of the copies of the supplemented or amended prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser is advised shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser’s possession of the prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice. (e) No Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company that such dispositions may again be madepursuant to the terms of this Agreement.

Obligations of the Purchasers. (a) Each On or prior to the Closing of the Purchaser’s subscription hereunder and on an annual basis thereafter as the Company may request in connection with the preparation and filing of amendments to the Registration Statement, the Purchaser shall deliver to the Company a completed Selling Stockholder Questionnaire. It shall be a condition precedent to the obligations of the Company that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to timely effect the such registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each The Purchaser, by its such Purchaser’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser’s election to exclude all of its such Purchaser’s Registrable Securities from such the Registration Statement. (c) Notwithstanding anything to the contrary in this Subscription Agreement, at any time after the Registration Statement has been declared effective, the Company may delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of the Company, in the best interest of the Company (the period of such delay, a “Grace Period”), and during such Grace Period, after receipt of the notice described below, the Purchaser shall not sell any Registrable Securities or any other securities of the Company that are held by such Purchaser and shall not disclose to any third party that such a notice has been given or the contents of the notice; provided, that the Company shall promptly (i) notify the Purchasers in writing of the existence of material non-public information giving rise to a Grace Period (provided that in such notice the Company shall not disclose the contents of such material non-public information to the Purchasers) and the date on which the Grace Period will begin, and (ii) notify the Purchasers in writing of the date on which the Grace Period will end; and, provided further, that during any consecutive 365-day period, there shall be only three (3) Grace Periods and any such Grace Period shall not exceed forty five (45) days (each, an “Allowable Grace Period”). For purposes of determining the length of a Grace Period, a Grace Period shall begin on and include the date the Purchaser receives the notice referred to in clause (i) above and shall end on and include the later of the date the Purchaser receives the notice referred to in clause (ii) above and the date referred to in such notice. (d) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) of the commencement issuance of a stop order or other suspension of effectiveness of the Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction, (ii) of the happening of any event or the passage of time as a result of which the financial statements included in the Registration Statement, as then in effect, are ineligible for inclusion therein or the prospectus included in the Registration Statement, as then in effect, includes an Allowed Delay 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 the case of any preliminary prospectus or final prospectus or amendments or supplements thereto included in the Registration Statement, in light of the circumstances under which they were made) not misleading, or (iii) pursuant to Section 2.1(b) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e) hereof7(c), such Purchaser will immediately discontinue disposition of all Registrable Securities pursuant to the Registration Statement until, upon the occurrence of an event described in Sections 7(d)(i) or (ii), such Purchaser’s receipt of the copies of, or notice of the filing on the XXXXX filing database maintained at xxx.xxx.xxx of, a supplement or amendment to the Registration Statement and the prospectus included therein to correct such untrue statement or omission or update such financial statements, or, upon the occurrence of an event described in Section 7(d)(iii), until the end of the applicable Grace Period as specified in Section 7(c), and, if so directed by the Company, such Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies of any prospectus covering such Registrable Securities, until Securities in such Purchaser’s possession at the time of the occurrence of any such event. (e) Each Purchaser is advised by will comply with the Company that such dispositions may again be madeprospectus delivery requirements of the Securities Act as applicable to it in connection with any sales of Registrable Securities pursuant to the Registration Statement.

Obligations of the Purchasers. (a) Each Purchaser shall furnish Notwithstanding any other provision of the Agreement, no Holder of Registrable Securities may include any of its Registrable Securities in writing the Registration Statement pursuant to this Agreement unless the Holder furnishes to the Company a completed and signed selling stockholder questionnaire in customary form that contains such information regarding itselfPurchaser, the Registrable Securities securities of the Company held by it Purchaser and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required requested by the Company to effect the registration of such the Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At Securities, at least five ten (510) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. Each Holder who intends to include any of its Registrable Securities in the Registration Statement shall promptly furnish the Company in writing such other information as the Company may reasonably request in writing. Each Holder acknowledges and agrees that the information in the selling shareholder questionnaire or request for further information as described in this Section 2.4(a) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement to the extent, but only to the extent, required by Regulation S-K. The Company shall not be obligated to file more than one post-effective amendment or supplement in any sixty (60) day period following the date such Registration Statement is declared effective for the purposes of naming Holders as selling security holders who are not named in such Registration Statement at the time of effectiveness. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. The Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Common Stock beneficially owned by such Holder and any affiliate thereof, (ii) any FINRA affiliations, (iii) any natural persons who have the power to vote or dispose of the Common Stock and (iv) any other information as may be requested by the SEC, FINRA or any state securities commission. Each Holder agrees by its acquisition of such Registrable Securities that it will not commence a disposition of Registrable Securities under the Registration Statement until such Holder has received (i) written confirmation from the Company of the availability of the Registration Statement, or (ii) copies of the supplemented Prospectus and/or amended Registration Statement as described, and, in each case, has also received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d2.3(d) and Section 2.4(e2.3(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be mademade and/or the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed and, if so directed by the Company, each Holder will deliver to the Company or destroy (at the Company’s expense) all copies, other than permanent file copies then in its possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) In the event the Company, at the request of the Purchasers, determines to engage the services of an underwriter, such Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities. (d) Each Purchaser agrees that, upon receipt of any notice from the Company of either (iA) the commencement of an Allowed Delay pursuant to Section 2.1(b2(c)(ii) or (iiB) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e3(j) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised Purchaser's receipt of the copies of the supplemented or amended prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company that (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities current at the time of receipt of such dispositions notice. (e) No Purchaser may again participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. Notwithstanding the foregoing, no Purchaser shall be maderequired to make any representations to such underwriter, other than those with respect to itself and the Registrable Securities owned by it, including its right to sell the Registrable Securities, and any indemnification in favor of the underwriter by the Purchasers shall be several and not joint and limited in the case of any Purchaser, to the proceeds received by such Purchaser from the sale of its Registrable Securities. The scope of any such indemnification in favor of an underwriter shall be limited to the same extent as the indemnity provided in Section 6(b) hereof.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) 2.1(b)(ii), or (ii) the happening of an event pursuant to Section 2.4(d) and or Section 2.4(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement (provided the Purchasers shall be permitted to settle any trades made prior to receiving such notice from the Company) covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Purchaser in writing of the information the Company requires from each such Purchaser if such Purchaser elects to have any of such Purchaser’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its such Purchaser’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser’s election to exclude all of its such Purchaser’s Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d) and Section 2.4(e) hereof3(f), such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable SecuritiesSecurities until such Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, until the Company shall cause its transfer agent to deliver unlegended Common Shares to a transferee of a Purchaser in accordance with the terms of the Note Purchase Agreements in connection with any sale of Registrable Securities with respect to which a Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) and for which the Purchaser is advised by has not yet settled. (d) Each Purchaser covenants and agrees that it will comply with the Company that such dispositions may again be madeprospectus delivery requirements of the 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an event pursuant to Section 2.4(d) 2.4(d)(C), Section 2.4(d)(D), and Section 2.4(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made. Notwithstanding anything to the contrary in this Section 2.5(c), the Holder may dispose of shares of Common Stock and the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which such Holder has entered into a contract for sale prior to the Holder’s receipt of a notice from the Company of the happening of any event of the kind described in subclauses (i) and (ii) of this Section 2.5(c), and for which such Holder has not yet settled. (d) The Company may require each Participating Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Participating Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Participating Holder fails to furnish such information within three (3) Business Days of the Company’s request, any liquidated damages that are accruing at such time as to such Participating Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.

Obligations of the Purchasers. (a) a. Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration StatementStatement or Final Prospectus, as applicable, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the such Registration StatementStatement or Final Prospectus, as applicable. A Purchaser shall provide such information to the Company at least two three (23) Business Days prior to the first anticipated filing date of such Registration Statement or Final Prospectus, as applicable, if such Purchaser elects to have any of its the Registrable Securities included in the such Registration StatementStatement or Final Prospectus, as applicable. (b) b. Each Purchaser, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement or Final Prospectus, as applicable, hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration StatementStatement or Final Prospectus, as applicable. (c) c. Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b2(c)(ii) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e3(h) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement or Final Prospectus, as applicable, covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made. d. Each Purchaser 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 any Registration Statement or Final Prospectus, as applicable. e. Each Purchaser covenants and agrees that they shall notify the Company following the sale of Registrable Securities to a third party as promptly as reasonably practicable, and in any event within thirty (30) days, following the sale of such Registrable Securities.

Obligations of the Purchasers. (a) Each Purchaser shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Purchaser shall additionally furnish in writing to the Company such other information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five seven (57) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the additional information the Company reasonably requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in such Registration Statement (the “Registration StatementInformation Notice”). A Purchaser shall provide such information to the Company at least two no later than five (25) Business Days prior to the first anticipated filing date following receipt of such a Registration Statement Information Notice if such Purchaser elects to have any of the Registrable Securities included in such Registration Statement. It is agreed and understood that 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 Purchaser that (i) such Purchaser 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 (ii) such Purchaser execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder to the extent a Purchaser elects not to have any of its Registrable Securities included in the a Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b2(c)(ii) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e3(h) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made. (d) Each Purchaser 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 any Registration Statement.

Obligations of the Purchasers. (a) Each Purchaser shall furnish Notwithstanding any other provision of the Agreement, no Holder of Registrable Securities may include any of its Registrable Securities in writing the Registration Statement pursuant to this Agreement unless the Holder furnishes to the Company a completed and signed selling stockholder questionnaire in customary form that contains such information regarding itselfPurchaser, the Registrable Securities securities of the Company held by it Purchaser and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required requested by the Company to effect the registration of such the Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At Securities, at least five ten (510) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. Each Holder who intends to include any of its Registrable Securities in the Registration Statement shall promptly furnish the Company in writing such other information as the Company may reasonably request in writing. Each Holder acknowledges and agrees that the information in the selling shareholder questionnaire or request for further information as described in this Section 2.4(a) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. The Company shall not be obligated to file more than one post-effective amendment or supplement in any sixty (60) day period following the date such Registration Statement is declared effective for the purposes of naming Holders as selling security holders who are not named in such Registration Statement at the time of effectiveness. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. The Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Common Stock beneficially owned by such Holder and any affiliate thereof, (ii) any FINRA affiliations, (iii) any natural persons who have the power to vote or dispose of the Common Stock and (iv) any other information as may be requested by the SEC, FINRA or any state securities commission. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b2.1(b)(ii) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d2.3(d) and Section 2.4(e2.3(e) hereof, such Purchaser will immediately promptly discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be mademade and/or the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be reasonably required to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least five fifteen (515) Business Days business days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its or Additional Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from such the Registration Statement. Each Purchaser agrees to comply with the applicable prospectus delivery requirements under the 1933 Act in connection with any resales of Registrable Securities pursuant to the Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to Section 2.4(d) and Section 2.4(e) hereofrendering a Registration Statement no longer effective, such Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser is advised Purchaser’s receipt of the copies of the supplemented or amended prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company that (at the expense of the Company) or destroy all copies in the Purchaser’s possession of the prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such dispositions may again be madenotice.

Obligations of the Purchasers. In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: (a) Each It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to each Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the number of Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required by the rules of the SEC to effect the registration of such the Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably requestSecurities. At least five ten (510) Business Days business days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser (the "Requested Information") if such Purchaser elects to have any of its such Purchaser's Registrable Securities included in the Registration Statement. A Purchaser shall provide If within ten (10) business days of such information to notice the Company at least two has not received the Requested Information from a Purchaser (2) Business Days prior to a "Non-Responsive Purchaser"), then the first anticipated filing date Company may file the Registration Statement without including Registrable Securities of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementNon-Responsive Purchaser. (b) Each Purchaser, by its such Purchaser's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser's election to exclude all of its such Purchaser's Registrable Securities from such the Registration Statement. (c) In the event Purchasers holding a majority in interest of the Registrable Securities being registered determine to engage the services of an underwriter, each Purchaser agrees to enter into and perform such Purchaser's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Purchaser has notified the Company in writing of such Purchaser's election to exclude all of such Purchaser's Registrable Securities from the Registration Statement. (d) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d3(f) and Section 2.4(e) hereofor 3(g), such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Purchaser's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or order contemplated by Section 3(g) and, if so directed by the Company, such Purchaser 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 Purchaser's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (e) No Purchaser may participate in any underwritten registration hereunder unless such Purchaser (i) agrees to sell such Purchaser's Registrable Securities on the basis provided in any underwriting arrangements approved by the Purchasers 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 and other fees and expenses of investment bankers and any manager or managers of such underwriting and legal expenses of the underwriter applicable with respect to its Registrable Securities, until in each case to the Purchaser is advised extent not payable by the Company that such dispositions may again be madepursuant to the terms of this Agreement.

Obligations of the Purchasers. (a) Each Purchaser shall promptly furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five ten (510) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company Company, including, without limitation, the information requested in the Selling Stockholder Questionnaire attached to this Agreement as Exhibit B, at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement, provided, however, that a Purchaser’s Registrable Securities shall be included in any subsequent amendment to the Registration Statement if such Purchaser provides such information prior to the filing date of any amendment to the Registration Statement, including the Updating Amendment. (b) Each Purchaser, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) 2(e)(ii), or (ii) the happening of an event pursuant to Section 2.4(dSections 3(f) and Section 2.4(eor 3(g) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the all Registration Statement Statements covering such Registrable Securities, until the such Purchaser is advised by the Company that a supplemented or amended prospectus has been filed with the SEC and until any related post-effective amendment is declared effective and, if so directed by the Company, such dispositions may again be madePurchaser shall deliver to the Company or destroy (and deliver to the Company a certificate of destruction) all copies in such Purchaser’s possession of the Prospectus covering the Registrable Securities current at the time of receipt of such notice.

Obligations of the Purchasers. (a) Each Purchaser shall agrees to furnish in writing to the Company or its counsel, not more than ten (10) Business Days following the Closing Date, a completed selling stockholder questionnaire in such form as may reasonably be adopted by the Company. At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Purchaser in writing of any information, other than the information included in the selling stockholder questionnaire (if any), the Company requires from such Purchaser in order to have that Purchaser’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that the Purchaser shall furnish to the Company promptly but in any event not more than three (3) Business Days prior to the initial anticipated filing date, such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless such the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d5.4(d) and or the first sentence of Section 2.4(e) hereof5.4(n), such the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.4(d) or the first sentence of Section 5.4(n) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of the Purchaser in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 5.4(d) or the first sentence of Section 5.4(n) and for which the Purchaser has not yet settled. (d) Each Purchaser 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 covering such and shall sell Registrable Securities, until Securities only in accordance with the Purchaser is advised by method of distribution described in the Company that such dispositions may again be madeRegistration Statement.

Obligations of the Purchasers. (a) Each At least five Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Purchaser in writing of the information the Company requires from such Purchaser in order to have that Purchaser’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless such the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d10.4(g) and or the first sentence of Section 2.4(e) hereof10.4(f), such the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities, Securities until the Purchaser Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 10.4(g) or the first sentence of Section 10.4(f) or receipt of notice that no supplement or amendment is advised by required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Purchaser in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 10.4(g) or the first sentence of Section 10.4(f) and for which the Purchaser has not yet settled. (d) Each Purchaser covenants and agrees that such dispositions may again be madeit 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.

Obligations of the Purchasers. (a) Each At least five Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Purchaser in writing of any information the Company requires from such Purchaser in order to have that Purchaser’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless such the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d13.3(e) and or the first sentence of Section 2.4(e) hereof13.3(d), such the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities, Securities until the Purchaser Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 13.3(e) or the first sentence of Section 13.3(d) or receipt of notice that no supplement or amendment is advised by required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Purchaser in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 13.3(e) or the first sentence of Section 13.3(d) and for which the Purchaser has not yet settled. (d) Each Purchaser covenants and agrees that such dispositions may again be madeit 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.

Obligations of the Purchasers. (a) Each a. At least ten Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Purchaser in writing of the information the Company requires from such Purchaser if such Purchaser elects to have any of such Purchaser’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a Purchaser that such Purchaser shall furnish in writing to the Company Company, not later than five Business Days after the date of the Company’s notice, such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) b. Each Purchaser, by its such Purchaser’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser’s election to exclude all of its such Purchaser’s Registrable Securities from such Registration Statement. (c) c. Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d3(g) and or the first sentence of Section 2.4(e3(f) hereof(each a “Suspension Notice”), such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable SecuritiesSecurities until such Purchaser’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, until the Purchaser is advised by the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Purchaser in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which such Purchaser has entered into a contract for sale prior to such Purchaser’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 Purchaser has not yet settled. In any event, the Company shall not be entitled to deliver more than one Suspension Notice in any one year. d. Each Purchaser covenants and agrees that such dispositions may again be madeit will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.

Obligations of the Purchasers. In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: (a) Each It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement of the Registrable Securities of each Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it it, and the intended method of disposition of the Registrable Securities held by it, 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 requestSecurities. At least five seven (57) Business Days business days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each such Purchaser of the information the Company requires from such Purchaser (the "Requested Information") if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company If, at least two (2) Business Days business days prior to the first anticipated filing date date, the Company has not received the Requested Information from a Purchaser, then the Company may file the Registration Statement without including the Registrable Securities of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement.Purchaser; (b) Each The Purchaser, by its such Purchaser's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser's election to exclude all of its such Purchaser's Registrable Securities from such Registration Statement.; (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d3(d) and Section 2.4(eor 3(e) hereofabove, such Purchaser will immediately discontinue disposition of its Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, Securities until such copies of the supplemented or amended prospectus contemplated by Section 3(d) or 3(e) shall be furnished to such Purchaser; and (d) Each Purchaser is advised by agrees that it shall comply with all applicable prospectus delivery requirements set forth in the Company that such dispositions may again be madeSecurities Act with respect to any Registration Statement filed pursuant to this Agreement.

Obligations of the Purchasers. (a) 4.1 Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement who fails to furnish to the Company a fully completed selling holder questionnaire containing the required information referenced in this Section 4.1 at least two Business Days prior to the Filing Date. (b) 4.2 Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) 4.3 Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b2.3(a) or (b) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e3.1(g) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. In connection with the registration of the Registrable Securities, each Purchaser shall have the following obligations: (a) Each It shall be a condition precedent to the obligations of the Company to effect the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the number of Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required by rules of the SEC to effect the registration of such the Registrable Securities Securities. The information so provided by the Purchasers shall be included without material alteration in the Registration Statement and shall execute not be modified without such documents in connection with such registration as the Company may reasonably requestPurchaser's written consent. At least five ten (510) Business Days business days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser the Purchasers of the information the Company requires from each such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementPurchaser. (b) Each Purchaser, by its such Purchaser's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement required to be filed hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser's election to exclude all of its such Purchaser's Registrable Securities from such Registration Statement. (c) Each In the event the Purchasers holding a majority in interest of the Registrable Securities being registered determine to engage the services of an underwriter, each Purchaser agrees thatto enter into and perform such Purchaser's obligations under an underwriting agreement, upon in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Purchaser has notified the Company in writing of such Purchaser's election to exclude all of such Purchaser's Registrable Securities from the applicable Registration Statement. No Purchaser shall be obligated to participate in any such underwriting. (d) Upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant of the kind described in Section 3(g), 3(h) or 5 (a) with respect to Section 2.4(d) and Section 2.4(e) hereofany Registration Statement covering Registrable Securities, such each Purchaser will shall immediately discontinue disposition of Registrable Securities pursuant to the such Registration Statement until such Purchaser's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g), 3(h) or 5(a), as applicable, and, if so directed by the Company, such Purchaser shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies, other than file copies, in such Purchaser's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. Notwithstanding the foregoing or anything to the contrary in this Agreement, but subject to compliance with applicable laws, the Company shall cause the transfer agent for the Registrable Securities to deliver unlegended shares of Common Stock to a transferee of a Purchaser in accordance with the terms of the Debentures in connection with any sale of Registrable Securities with respect to which any such Purchaser has entered into a contract for sale prior to receipt of such notice and for which any such Purchaser has not yet settled. (e) No Purchaser may participate in any underwritten registration hereunder unless such Purchaser (i) agrees to sell such Purchaser's Registrable Securities on the basis provided in any underwriting arrangements approved by the Purchasers 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 and other fees and expenses of investment bankers and any manager or managers of such underwriting and legal expenses of the underwriter applicable with respect to its Registrable Securities, until in each case to the Purchaser is advised extent not payable by the Company that such dispositions may again be madepursuant to the terms of this Agreement. Notwithstanding anything in this Section 4(e) to the contrary, this Section 4(e) is not intended to limit any Purchaser's rights under Sections 2(a) or 3(c) hereof.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. A An Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b2(c)(ii) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e3(h) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser receipt of the supplemented or amended prospectus filed with the SEC and until and related post-effective amendment is advised declared effective by the Company that such dispositions may again be madeSEC.

Obligations of the Purchasers. (a) Each At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Purchaser in writing of any information the Company requires from such Purchaser in order to have that Purchaser’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless such the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d10.4(e) and Section 2.4(e) hereofor the first sentence of 10.4(d), such the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities, Securities until the Purchaser Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 10.4(e) or the first sentence of 10.4(d) or receipt of notice that no supplement or amendment is advised by required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Purchaser in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 10.4(e) or the first sentence of 10.4(d) and for which the Purchaser has not yet settled. (d) Each Purchaser covenants and agrees that such dispositions may again be madeit 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.

Obligations of the Purchasers. (a) Each In connection with the registration of the Registrable Securities, each Purchaser shall have the following obligations: 4.1 Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably requestSecurities. At least five (5) Business Days business days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementPurchaser. (b) 4.2 Each Purchaser, by its such Purchaser's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement Statements hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser's election to exclude all of its such Purchaser's Registrable Securities from such the Registration Statement. (c) 4.3 Each Purchaser whose Registrable Securities are included in a Registration Statement understands that the Securities Act may require delivery of a prospectus relating thereto in connection with any sale thereof pursuant to such Registration Statement, and each such Purchaser shall use its reasonable efforts to comply with the applicable prospectus delivery requirements of the Securities Act in connection with any such sale. 4.4 [Intentionally Deleted]. 4.5 Each Purchaser agrees that, upon receipt of any written notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d) and Section 2.4(e) hereof3.6, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Purchaser's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or advice that a supplement or amendment is not required and, until if so directed by the Company, such Purchaser is advised 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 Purchaser's possession (other than a limited number of permanent file copies), of the prospectus covering such Registrable Securities current at the time of receipt of such notice. Purchaser's obligations under this paragraph shall in no way limit the Company's obligations under this Agreement or Purchaser's rights or remedies against the Company with respect to any breach or threatened breach by the Company that of any such dispositions may again be madeobligations. 4.6 [Intentionally Deleted].

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration StatementStatement(s), the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration StatementStatement(s). A An Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement Statement(s) if such Purchaser elects to have any of its the Registrable Securities included in the Registration StatementStatement(s). (b) Each Purchaser, 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 a Registration Statement Statement(s) hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration StatementStatement(s). (c) In the event the Company, at the request of the Purchasers, determines to engage the services of an underwriter, such Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities. (d) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b2(c)(ii) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e3(j) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement Statement(s) covering such Registrable Securities, until the Purchaser is advised Purchaser’s receipt of the copies of the supplemented or amended prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company that (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction for) all copies in the Purchaser’s possession of the Prospectus covering the Registrable Securities current at the time of receipt of such dispositions notice. (e) No Purchaser may again participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. Notwithstanding the foregoing, no Purchaser shall be maderequired to make any representations to such underwriter, other than those with respect to itself and the Registrable Securities owned by it, including its right to sell the Registrable Securities, and any indemnification in favor of the underwriter by the Purchasers shall be several and not joint and limited in the case of any Purchaser, to the proceeds received by such Purchaser from the sale of its Registrable Securities. The scope of any such indemnification in favor of an underwriter shall be limited to the same extent as the indemnity provided in Section 6(b) hereof.

Obligations of the Purchasers. (a) Each In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: 4.1 It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five ten (510) Business Days business days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementPurchaser. (b) 4.2 Each Purchaser, by its such Purchaser's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement Statements hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser's election to exclude all of its such Purchaser's Registrable Securities from such the Registration Statement. (c) 4.3 Each Purchaser whose Registrable Securities are included in a Registration Statement understands that the Securities Act may require delivery of a prospectus relating thereto in connection with any sale thereof pursuant to such Registration Statement, and each such Purchaser shall use its reasonable efforts to comply with the applicable prospectus delivery requirements of the Securities Act in connection with any such sale. 4.4 [Intentionally Deleted]. 4.5 Each Purchaser agrees that, upon receipt of any written notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d) and Section 2.4(e) hereof3.6, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Purchaser's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 and, until the Purchaser is advised if so directed by the Company, such Purchaser shall deliver to the Company that (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such dispositions may again be madePurchaser's possession (other than a limited number of permanent file copies), of the prospectus covering such Registrable Securities current at the time of receipt of such notice. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Purchaser in accordance with the terms of the Warrants or the Preferred Stock in connection with any sale of Registrable Securities with respect to which such Purchaser has entered into a contract for sale prior to receipt of such notice and for which such Purchaser has not yet settled.

Obligations of the Purchasers. The obligations of the Purchasers to consummate the transactions contemplated by this Agreement are subject to the satisfaction as of the Closing of the following conditions, each of which may be waived by the Purchasers in their sole discretion: (ai) The representations and warranties of the Company and the Stockholders made in this Agreement that are qualified as to materiality shall be true and correct, and the representations and warranties of the Company and the Stockholders made in this Agreement that are not so qualified, shall be true and correct in all material respects, in each case on and as of the Closing, as though made on and as of the Closing Date. (ii) The Company and the Stockholders shall have performed their covenants contained in this Agreement required to be performed by the time of the Closing. (iii) During the period from the date hereof until the Closing Date, nothing shall have occurred that could, individually or in the aggregate, result in a Material Adverse Change to the business of the Company. (iv) The Company and the Stockholders shall have delivered to the Purchasers a certificate dated the Closing Date and signed by duly authorized signatories of the Company and the Stockholders confirming the satisfaction of the foregoing CLAUSES (i), (ii) AND (iii). (v) No injunction or order of any court or administrative agency or other government body or public authority of competent jurisdiction shall be in effect as of the Closing which restrains or prohibits the consummation of the transactions contemplated hereby; nor shall there be any lawsuit, claim, arbitration, proceeding or investigation pending against the Company or any Stockholder which questions the legality of or seeks to enjoin, restrain or prohibit the transactions contemplated hereby or which is reasonably expected to have a Material Adverse Effect on the Business. (vi) The Company shall have obtained consents to the transactions contemplated by this Agreement under the Material Agreements, if any, listed on SCHEDULE 4(m) as requiring such consents. (vii) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as Stockholders and AMG shall be have executed and delivered Non-competition and Confidentiality Agreements substantially in the form of EXHIBIT C hereto. (viii) On or before the Closing Date the Purchasers shall have obtained senior debt financing on terms reasonably required satisfactory to effect Purchasers. (ix) On or before the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration StatementClosing Date, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects have repaid all its indebtedness for money borrowed, excluding certain amounts owed to have any of its Registrable Securities included AMG described in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementSECTION 6(b)(ii). (bx) Each Purchaser, by its acceptance The Stockholders and AMG shall have delivered to the Purchasers a duly executed Right of First Refusal Agreement (AMG) (the Registrable Securities agrees to cooperate with "ROFR AGREEMENT - AMG") in substantially the Company as reasonably requested by the Company in connection with the preparation and filing form of a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration StatementEXHIBIT D hereto. (cxi) Each Purchaser agrees thatStockholder and AMG shall have executed and delivered to the Purchasers a Right of First Refusal Agreement (Acquisitions offered to AMG or the Stockholders) in substantially the form of EXHIBIT E hereto. (xii) AMG and the Company shall have executed and delivered to the Purchasers a Management Services Agreement in substantially the form of EXHIBIT F hereto. (xiii) Each of Herb Cover and Robexx Xxxxxxx xxx Selfcare shall have entered into an employment contract in substantially the form of EXHIBIT G hereto. (xiv) AMG and the Company shall have executed and delivered to the Purchasers a Supply Agreement substantially in the form of EXHIBIT H hereto. (xv) Each of the Stockholders and the Escrow Agent shall have executed and delivered the Escrow Agreement referred to in SECTION 8(g) of this Agreement, upon receipt and concurrently with the Closing, each of any notice the Stockholders shall have made all deposits due under the Escrow Agreement. (xvi) Selfcare and Robexx Xxxxxxx xxxll have executed and delivered an agreement substantially in the form of EXHIBIT I hereto providing for the appointment of Robexx Xxxxxxx xx the Board of Directors and his resignation from the Board of Directors under certain circumstances. (xvii) The Company of either shall have terminated all Liens against its assets which are perfected by financing statements. (ixviii) The Purchasers shall have received a favorable opinion, dated the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e) hereofClosing Date, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securitiesfrom Schuxxx Xxxh & Xabex XXX, until the Purchaser is advised by counsel for the Company that such dispositions may again be madeand the Stockholders in the form of EXHIBIT J hereto. (xix) The Purchasers shall have received a favorable opinion, dated the Closing Date, from Kaufxxx & Xaraxxx, Xxnadian counsel for the Company and the Stockholders in the form of EXHIBIT K hereto.

Obligations of the Purchasers. (a) Each At least five (5) Business Days prior to the first anticipated filing date of the Resale Registration Statement, the Company shall notify a Purchaser in writing of any information the Company requires from such Purchaser in order to have all such Purchaser’s Registrable Securities included in such Resale 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 Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itselfsuch Purchaser, the Registrable Securities held by it such Purchaser and the intended method of disposition of the Registrable Securities held by it, such Purchaser 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. At least five (5) Business Days prior to , including the first anticipated filing date completion of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statementa selling shareholder questionnaire. (b) Each Purchaser, by its acceptance of the Registrable Securities Purchaser agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Resale Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its such Purchaser’s Registrable Securities from such Resale Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d5.4(e) and or the first sentence of Section 2.4(e) hereof5.4(d), such the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Resale Registration Statement covering such Registrable SecuritiesSecurities until such Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.4(e) or the first sentence of Section 5.4(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, until the Company shall cause Depositary to deliver unlegended Ordinary Shares to a transferee of the Purchaser is advised by in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to such Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 5.4(e) or the first sentence of Section 5.4(d) and for which such Purchaser has not yet settled. (d) Each Purchaser covenants and agrees that such dispositions may again be madeit 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 Resale Registration Statement.

Obligations of the Purchasers. (a) Each Purchaser shall furnish Notwithstanding any other provision of the Agreement, no Holder of Registrable Securities may include any of its Registrable Securities in writing the Registration Statement pursuant to this Agreement unless the Holder furnishes to the Company a completed and signed a selling stockholder questionnaire in the form attached to this Agreement as Annex C (a “Selling Stockholder Questionnaire”) that contains such information regarding itselfPurchaser, the Registrable Securities securities of the Company held by it Purchaser and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required requested by the Company to effect the registration of such the Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration StatementSecurities, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such any Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. Each Holder who intends to include any of its Registrable Securities in the Registration Statement shall promptly furnish the Company in writing such other information as the Company may reasonably request in writing. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2.4(a) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. The Company shall not be obligated to file more than one post-effective amendment or supplement in any sixty (60) day period following the date such Registration Statement is declared effective for the purposes of naming Holders as selling security holders who are not named in such Registration Statement at the time of effectiveness. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. The Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Class A Common Stock beneficially owned by such Holder and any affiliate thereof, (ii) any FINRA affiliations, (iii) any natural persons who have the power to vote or dispose of the Class A Common Stock and (iv) any other information as may be requested by the SEC, FINRA or any state securities commission. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d2.3(d) and Section 2.4(e2.3(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be mademade and/or the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed and, if so directed by the Company, each Holder will deliver to the Company or destroy (at the Company’s expense) all copies, other than permanent file copies then in its possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

Obligations of the Purchasers. In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: (a) Each It shall be a condition precedent to the obligations of the Company to use its reasonable best efforts to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a holder of Registrable Securities that (i) such holder has executed a counterpart of this Agreement and is, in every other respect, a Purchaser, as such term is defined and used herein, (ii) such holder has executed a written agreement to be bound by Sections 5, 6 and 10 of the Subscription Agreement and (iii) such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it it, and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities Securities, and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days 20 days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser (the "Requested Information"), if such Purchaser elects shall elect to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company If, at least two (2) Business Days five business days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement, the Company has not received the Requested Information from a Purchaser (a "Non-Responsive Purchaser"), then the Company may file the Registration Statement without including the Registrable Securities of such Non-Responsive Purchaser. (b) Each Purchaser, Purchaser 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 a the Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such the Registration StatementStatement or is otherwise a Non- Responsive Purchaser. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement occurrence of an Allowed Delay pursuant to any event of the kind described in Section 2.1(b3(e) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e) hereof3(f), such Purchaser will it shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Purchaser's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(e) and, until the Purchaser is advised if so directed by the Company, such Purchaser shall deliver to the Company that (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such dispositions may again be madePurchaser's possession of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. A Each Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b2(c)(ii) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e3(h) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser receipt of the supplemented or amended prospectus filed with the SEC and until and related post-effective amendment is advised declared effective by the Company that such dispositions may again be madeSEC.

Obligations of the Purchasers. In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: (a) Each Purchaser shall The Purchasers agree to furnish in writing to the Company such information regarding itself, the number of Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required by rules of the SEC to effect the registration of such the Registrable Securities Securities. The information so provided by any given Purchaser shall be included without material alteration in the Registration Statement and shall execute not be modified without such documents in connection with such registration as the Company may reasonably requestPurchaser’s written consent. At least five twenty (520) Business Days business days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser the Purchasers of the information the Company requires from such each Purchaser (the “Requested Information”) if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Purchaser’s Registrable Securities included in the Registration Statement. (b) Each PurchaserThe Purchasers, by its the Purchasers' acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement hereunder, unless such any given Purchaser has notified the Company in writing of its such Purchasers' election to exclude all of its such Purchaser’s Registrable Securities from such the Registration Statement. (c) Each Purchaser agrees The Purchasers agree that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d3(f) and Section 2.4(e) hereofor 3(g), such Purchaser the Purchasers will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Purchaser’s’ receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or 3(g) and, until the Purchaser is advised if so directed by the Company, such Purchaser shall deliver to the Company that (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies, other than file copies, in such dispositions may again be madePurchaser’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

Obligations of the Purchasers. (a) Each At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Purchaser in writing of any information the Company requires from such Purchaser in order to have that Purchaser’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to , including the first anticipated filing date completion of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statementa selling shareholder questionnaire. (b) Each Purchaser, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless such the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d‎14.4(e) and or the first sentence of Section 2.4(e) hereof‎14.4(d), such the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities, Securities until the Purchaser Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section ‎14.4(e) or the first sentence of Section ‎14.4(d) or receipt of notice that no supplement or amendment is advised by required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Purchaser in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section ‎14.4(e) or the first sentence of Section ‎14.4(d) and for which the Purchaser has not yet settled. (d) Each Purchaser covenants and agrees that such dispositions may again be madeit 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.

Obligations of the Purchasers. In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: (a) Each It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five three (53) Business Days business days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementPurchaser. (b) Each Purchaser, by its such Purchaser’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement Statements hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser’s election to exclude all of its such Purchaser’s Registrable Securities from the Registration Statements. (c) In the event Purchasers holding a majority-in-interest of the Registrable Securities being registered (with the approval of the Purchasers) determine to engage the services of an underwriter, each Purchaser agrees to enter into and perform such Purchaser’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Purchaser has notified the Company in writing of such Purchaser’s election to exclude all of such Purchaser’s Registrable Securities from such Registration Statement. (cd) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d3(e) and Section 2.4(e) hereofor 3(f), such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or 3(f) and, until if so directed by the Company, such Purchaser is advised 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 Purchaser’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (e) No Purchaser may participate in any underwritten registration hereunder unless such Purchaser: (i) agrees to sell such Purchaser’s Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company that such dispositions may again be madepursuant to Section 5 below.

Obligations of the Purchasers. (a) Each In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: 4.1 It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days business days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementPurchaser. (b) 4.2 Each Purchaser, by its such Purchaser's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement Statements hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser's election to exclude all of its such Purchaser's Registrable Securities from such the Registration Statement. (c) 4.3 Each Purchaser whose Registrable Securities are included in a Registration Statement understands that the Securities Act may require delivery of a prospectus relating thereto in connection with any sale thereof pursuant to such Registration Statement, and each such Purchaser shall comply with the applicable prospectus delivery requirements of the Securities Act in connection with any such sale. 4.4 Each Purchaser agrees that, upon receipt of any notice from to notify the Company of either (i) promptly, but in any event within 72 hours, after the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e) hereof, date on which all Registrable Securities owned by such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.have been sold

Obligations of the Purchasers. (a) Each At least five Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Purchaser in writing of the information the Company requires from such Purchaser in order to have that Purchaser’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless such the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d10.4(g) and Section 2.4(e) hereofor the first sentence of 10.4(f), such the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities, Securities until the Purchaser Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 10.4(g) or the first sentence of 10.4(f) or receipt of notice that no supplement or amendment is advised by required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Purchaser in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 10.4(g) or the first sentence of 10.4(f) and for which the Purchaser has not yet settled. (d) Each Purchaser covenants and agrees that such dispositions may again be madeit 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.

Obligations of the Purchasers. In connection with the registration of the Shares, each Purchaser shall have the following obligations: (ai) Each it shall be a condition precedent to the obligations of the Company to complete the registration pursuant hereto with respect to such Purchaser’s Shares that such Purchaser shall furnish in writing to the Company such information regarding itselfPurchaser, the Registrable Securities Warrants and/or Shares held by it such Purchaser and the intended method of disposition of the Registrable Securities Shares held by it, such Purchaser as shall be reasonably required to effect the registration of such Registrable Securities Shares and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each the Purchaser of the information the Company requires from such the Purchaser (the “Requested Information”) if such Purchaser elects to have any of its Registrable Securities included such Purchaser’s Shares are eligible for inclusion in the Registration Statement. A Purchaser shall provide such information to the Company If at least two (2) Business Days prior to the first anticipated filing date of the Company has not received the Requested Information from such Purchaser (at such time such Purchaser becoming a “Non-Responsive Purchaser”), then the Company may file the Registration Statement if such Purchaser elects to have any without including the Shares of its Registrable Securities included in the Registration Statement.Non-Responsive Purchaser; (bii) Each by such Purchaser, by its ’s acceptance of the Registrable Securities Shares, such Purchaser agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser’s election to exclude all of its Registrable Securities such Purchaser’s Shares from such the Registration Statement.; (ciii) Each in the event the Purchasers holding at least sixty-six and two-thirds percent (662/3%) of the Registrable Shares being registered determine to engage the services of an underwriter, the Purchasers agree to enter into and perform the Purchasers’ obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of Shares, unless any Purchaser have notified the Company in writing of such Purchaser’s election to exclude all of such Purchaser’s Shares from the Registration Statement; (iv) such Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d) and Section 2.4(e) hereof8(b)(v), such Purchaser will immediately discontinue disposition of Registrable Securities Shares pursuant to the Registration Statement covering such Registrable SecuritiesShares until such Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 8(b)(v) and, until if so directed by the Company, such Purchaser is advised 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 Purchaser’s possession of the prospectus covering such Shares current at the time of receipt of such notice; (v) such Purchaser may not participate in any underwritten registration hereunder unless such Purchaser (1) agrees to sell such Purchaser’s Shares on the basis provided in any underwriting arrangements approved by the Purchasers entitled hereunder to approve such arrangements, (2) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and (3) agrees to pay its pro rata share of all underwriting discounts and commissions and other fees and expenses of investment bankers and any manager or managers of such underwriting and legal expenses to the underwriters applicable with respect to its Shares, in each case to the extent not payable by the Company that pursuant to the terms of this Agreement; and (vi) such dispositions may again be madePurchaser agrees to take all reasonable actions necessary to comply with the prospectus delivery requirements of the Securities Act applicable to its sales of Shares.

Obligations of the Purchasers. (a) Each At least five (5) Business Days prior to the first anticipated filing date of the Resale Registration Statement, the Company shall notify a Purchaser in writing of any information regarding the Purchaser reasonably required under applicable law that the Company needs in order to have all such Purchaser’s Registrable Securities included in such Resale 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 Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itselfsuch Purchaser, the Registrable Securities held by it such Purchaser and the intended method of disposition of the Registrable Securities held by it, such Purchaser as shall be reasonably required under applicable law 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. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities Purchaser agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Resale Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its such Purchaser’s Registrable Securities from such Resale Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d5.4(c) and or the first sentence of Section 2.4(e) hereof5.4(d), provided no such notices shall contain any MNPI, the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Resale Registration Statement covering such Registrable SecuritiesSecurities until such Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.4(c) or the first sentence of Section 5.4(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, until the Company shall cause Depositary to deliver unlegended Ordinary Shares to a transferee of the Purchaser is advised by in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to such Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 5.4(c) or the first sentence of Section 5.4(d) and for which such Purchaser has not yet settled. (d) Each Purchaser covenants and agrees that such dispositions may again be madeit 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 Resale Registration Statement.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. A An Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each In the event the Company, at the request of the Purchasers, determines to engage the services of an underwriter, such Purchaser agrees thatto enter into and perform its obligations under an underwriting agreement, upon receipt in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities. (d) No Purchaser may participate in any notice from the Company of either third party underwritten registration hereunder unless it (i) agrees to sell the commencement of an Allowed Delay pursuant to Section 2.1(b) or Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the happening terms of an event pursuant such underwriting arrangements, and (iii) agrees to Section 2.4(d) pay its pro rata share of all underwriting discounts and Section 2.4(e) hereofcommissions. Notwithstanding the foregoing, no Purchaser shall be required to make any representations to such Purchaser will immediately discontinue disposition of underwriter, other than those with respect to itself and the Registrable Securities pursuant owned by it, including its right to sell the Registration Statement covering such Registrable Securities, until and any indemnification in favor of the Purchaser is advised underwriter by the Company that Purchasers shall be several and not joint and limited in the case of any Purchaser, to the proceeds received by such dispositions may again Purchaser from the sale of its Registrable Securities. The scope of any such indemnification in favor of an underwriter shall be madelimited to the same extent as the indemnity provided in Section 6(b) hereof.

Obligations of the Purchasers. (a) Each At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Purchaser in writing of the information the Company requires from such Purchaser in order to have that Purchaser’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless such the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d11.6(g) and Section 2.4(e) hereofor the first sentence of 11.6(f), such the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities, Securities until the Purchaser Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 11.6(g) or the first sentence of 11.6(f) or receipt of notice that no supplement or amendment is advised by required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Purchaser in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 11.6(g) or the first sentence of 11.6(f) and for which the Purchaser has not yet settled. (d) Each Purchaser covenants and agrees that such dispositions may again be madeit 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.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an event pursuant to Section 2.4(d2.4(d)(C), Section 2.4(d)(D) and Section 2.4(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the such Purchaser is advised by the Company that such dispositions may again be made. Notwithstanding anything to the contrary in this Section 2.5(c), the Holder may dispose of shares of Common Stock and the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which such Holder has entered into a contract for sale prior to the Holder’s receipt of a notice from the Company of the happening of any event of the kind described in subclauses (i) and (ii) of this Section 2.5(c), and for which such Holder has not yet settled. (d) Notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing in this Agreement shall require any Purchaser to provide any non-public financial information with respect to itself or its Affiliates.

Obligations of the Purchasers. (a) Each At least five Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Purchaser in writing of any information the Company requires from such Purchaser in order to have that Purchaser’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to , including the first anticipated filing date completion of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statementa selling shareholder questionnaire. (b) Each Purchaser, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless such the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d‎14.4(e) and or the first sentence of Section 2.4(e) hereof‎14.4(d), such the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities, Securities until the Purchaser Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section ‎14.4(e) or the first sentence of Section ‎14.4(d) or receipt of notice that no supplement or amendment is advised by required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended Common Shares to a transferee of the Purchaser in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section ‎14.4(e) or the first sentence of Section ‎14.4(d) and for which the Purchaser has not yet settled. (d) Each Purchaser covenants and agrees that such dispositions may again be madeit 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.

Obligations of the Purchasers. (a) Each Purchaser shall agrees to furnish in writing to the Company such information regarding itself, a completed Selling Stockholder Questionnaire not more than five (5) Business Days following the Registrable Securities held by it and the intended method date 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 requestthis Agreement. At least five ten (510) Business Days prior to the first anticipated filing date of a Registration Statement for any Registration Statementregistration under this Agreement, the Company shall will notify each Purchaser of the information the Company requires from such that Purchaser if such Purchaser elects to have any of its Registrable Securities included other than the information contained in the Registration Statement. A Purchaser Selling Stockholder Questionnaire, if any, which shall provide such information be completed and delivered to the Company at least two promptly upon request and, in any event, within three (23) Business Days prior to the first applicable anticipated filing date date. Each Purchaser further agrees that it shall not be entitled to be named as a selling securityholder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Purchaser has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence. If a Purchaser of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its best efforts to take such actions as are required to name such Purchaser as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information. Each Purchaser acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 5(a) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included information in the Registration Statement. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b2(c)(ii) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e3(h) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. In connection with the registration of the Registrable Securities, each of the Purchasers shall have the following obligations: (a) Each It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement of the Registrable Securities of each Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities and such Purchaser shall execute such documents as are standard and customary in connection with such registration as the Company may reasonably request. At least five twenty (520) Business Days days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each such Purchaser of the information the Company requires shall require from such Purchaser (the “Requested Information”) if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company If, at least two (2) Business Days days prior to the first anticipated filing date date, the Company has not received the Requested Information from a Purchaser, then the Company may file the Registration Statement without including the Registrable Securities of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement.Purchaser; (b) Each PurchaserIf the Company undertakes an underwritten offering of its Shares and with respect to the Qualified IPO only, by its acceptance at the request of the managing underwriters, each Purchaser or his permitted assignee holding more than one percent (1%) of the Company’s voting securities shall agree not to sell or otherwise transfer or dispose of any Registrable Securities agrees to cooperate with of the Company as reasonably requested held by such Purchaser (other than those included in the registration) for a period specified by the underwriters not to exceed ninety (90) days following the effective date of the Registration Statement, provided that all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities enter into similar agreements. The obligations described in connection with the preparation and filing of this Section 1.5(b) shall not apply to a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election relating solely to exclude all of its Registrable Securities from such Registration Statementemployee share option plans or an acquisition transaction registered on Form S-3 or Form S-4. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be reasonably required to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least five ten (510) Business Days days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its or Additional Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from such the Registration Statement. Each Purchaser agrees to comply with the applicable prospectus delivery requirements under the 1933 Act in connection with any resales of Registrable Securities pursuant to the Registration Statement. (c) In the event the Company determines to engage the services of an underwriter which engagement is reasonably acceptable to the Purchasers, each Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable. (d) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to Section 2.4(d) and Section 2.4(e) hereofrendering a Registration Statement no longer effective, such Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser is advised shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice. (e) No Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company that such dispositions may again be madepursuant to the terms of this Agreement.

Obligations of the Purchasers. (a) Each At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement, the Company shall notify each Purchaser in writing of the information the Company requires from each such Purchaser with respect to such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its such Purchaser’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a each Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser’s election to exclude all of its such Purchaser’s Registrable Securities from such Registration Statement. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Exhibit D (a “Selling Stockholder Questionnaire”) on a date that is the later of (i) not less than two (2) Business Days prior to the Filing Date or (ii) by the end of the fourth (4th) Business Day following the date on which such Holder receives draft materials in accordance with this Section. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d3(g) and or the first sentence of Section 2.4(e) hereof3(f), such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable SecuritiesSecurities until such Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), until the Purchaser is advised by the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Purchaser in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which such Purchaser has entered into a contract for sale prior to the Purchaser’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 Purchaser has not yet settled. (d) Each Purchaser covenants and agrees that such dispositions may again be madeit 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 Purchasers. (a) Each In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: 4.1 It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five ten (510) Business Days business days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementPurchaser. (b) 4.2 Each Purchaser, by its such Purchaser's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement Statements and any amendments and supplements thereto hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser's election to exclude all of its such Purchaser's Registrable Securities from such the Registration Statement. (c) 4.3 Each Purchaser whose Registrable Securities are included in a Registration Statement understands that the Securities Act may require delivery of a prospectus relating thereto in connection with any sale thereof pursuant to such Registration Statement, and each such Purchaser shall comply with the applicable prospectus delivery requirements of the Securities Act in connection with any such sale. 4.4 Each Purchaser agrees that, upon receipt of any written notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d) and Section 2.4(e) hereof3.6, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Purchaser's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 and, until the Purchaser is advised if so directed by the Company, such Purchaser shall deliver to the Company that (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such dispositions may again be madePurchaser's possession (other than a limited number of permanent file copies), of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

Obligations of the Purchasers. (a) Each At least five Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Purchaser in writing of the information the Company requires from each such Purchaser if such Purchaser elects to have any of such Purchaser’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser and any special interest or default resulting from such failure, that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it and such other information requested by the Company 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. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementSecurities. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company Company, the first sentence of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(bsection 3(e) or a suspension period under section 3(i) (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e) hereofa “Suspension Notice”), such Purchaser will (i) immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by the first sentence of section 3(e) or Purchaser’s receipt of notice from the Company that no supplement or amendment is required, and (ii) if so requested by the Company, deliver to the Company or destroy all copies of the prospectus covering the Registrable Securities in its possession at the time of receipt of such Suspension Notice. Notwithstanding anything to the contrary contained herein, the Company shall cause the transfer agent to deliver unlegended Common Shares to a transferee of a Purchaser in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which a Purchaser has entered into a contract for sale and delivered a copy of the applicable prospectus prior to the Purchaser’s receipt of a Suspension Notice and for which the Purchaser has not yet settled. (c) Each Purchaser covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act, in each case, as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement covering such and shall sell the Registrable Securities, until Securities only in accordance with a method of disposition described in the Purchaser is advised by the Company that such dispositions may again be madeRegistration Statement.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement and shall not be required to pay any liquidated or other damages under Sections 2(a) and 2(c) hereof to such Holder who fails to furnish to the Company a fully completed selling holder questionnaire at least two Business Days prior to the Filing Date. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b2(c)(ii) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e3(h) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) b. Each Purchaser, by its such Purchaser’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement Statements hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser’s election to exclude all of its such Purchaser’s Registrable Securities from such the Registration StatementStatements. (c) c. Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to any registration statement upon notice from the Company of (x) the issuance of any stop order or other suspension of effectiveness of the Registration Statement covering by the SEC, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction by the applicable regulatory authorities or (y) the happening of any event, as promptly as practicable after becoming aware of such Registrable Securitiesevent, as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omission 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 or (z) the failure of the prospectus included in the Registration Statement, as then in effect, to comply with the requirements of the Securities Act, until the Purchaser Purchaser’s receipt of a supplemented or amended prospectus or receipt of notice that no supplement or amendment is advised by the Company that such dispositions may again be maderequired.

Obligations of the Purchasers. (a) Each At least five Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Purchaser in writing of any information the Company requires from such Purchaser 18. in order to have that Purchaser’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless such the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d10.04(d) and or the first sentence of Section 2.4(e) hereof10.04(c), such the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities, Securities until the Purchaser Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 10.04(d) or the first sentence of Section 10.04(c) or receipt of notice that no supplement or amendment is advised by required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Purchaser in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 10.04(d) or the first sentence of Section 10.04(c) and for which the Purchaser has not yet settled. (d) Each Purchaser covenants and agrees that such dispositions may again be madeit 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.

Obligations of the Purchasers. (a) Each At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Purchasers in writing of the information the Company requires from each Purchaser if the Purchaser’s Registrable Securities are to be included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to any Registrable Securities of the Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the effectiveness of the registration of such the Registrable Securities and shall execute such documents in connection with such the registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each The Purchaser, by its the Purchaser’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless such the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities from such Registration Statement. (c) Each The Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Sections 3(e) or 3(f) or of a Grace Period under Section 2.4(d) and Section 2.4(e) hereof3(r), such the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities, Securities until the Purchaser Purchaser’s receipt of the copies of the supplemented or amended Prospectus contemplated by Sections 3(e) or 3(f) or receipt of notice that no supplement or amendment is advised by required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Purchaser in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Purchaser’s knowledge of the material, non-public information concerning the Company or the facts or circumstances that such dispositions may again be madegave rise to the Grace Period or of the Section 3(e) or 3(f) event, and for which the Purchaser has not yet settled. (d) The Purchaser 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 a Registration Statement.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. A An Purchaser shall provide such information to the Company at least two three (23) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. The Company shall not have any obligation hereunder with respect to Registrable Securities held by an Purchaser that does not comply with the terms and conditions of this Agreement. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b2(c)(ii) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e3(h) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each In connection with the registration of the Registrable Securities, each Purchaser shall have the following obligations: 4.1 Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably requestSecurities. At least five (5) Business Days business days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementPurchaser. (b) 4.2 Each Purchaser, by its such Purchaser's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement Statements hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser's election to exclude all of its such Purchaser's Registrable Securities from such the Registration Statement. (c) 4.3 Each Purchaser whose Registrable Securities are included in a Registration Statement understands that the Securities Act may require delivery of a prospectus relating thereto in connection with any sale thereof pursuant to such Registration Statement, and each such Purchaser shall use its reasonable efforts to comply with the applicable prospectus delivery requirements of the Securities Act in connection with any such sale. 4.4 Each Purchaser agrees that, upon receipt of any written notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d) and Section 2.4(e) hereof3.6, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Purchaser's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or advice that a supplement or amendment is not required and, until if so directed by the Company, such Purchaser is advised 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 Purchaser's possession (other than a limited number of permanent file copies), of the prospectus covering such Registrable Securities current at the time of receipt of such notice. Purchaser's obligations under this paragraph shall in no way limit the Company's obligations under this Agreement or Purchaser's rights or remedies against the Company with respect to any breach or threatened breach by the Company that of any such dispositions may again be madeobligations.

Obligations of the Purchasers. In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: (a) Each It shall be a condition precedent to the obligations of the Company to include any Purchaser’s Registrable Securities in any Registration Statement that such Purchaser shall timely furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and it,the intended method of disposition of the Registrable Securities held by it, it and any other information as shall be reasonably required to effect the registration of such Registrable Securities and shall provide such information and execute such documents in connection with such registration as the Company may reasonably request. At least five three (53) Business Days business days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementPurchaser. (b) Each Purchaser, by its such Purchaser’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement Statements hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser’s election to exclude all of its such Purchaser’s Registrable Securities from the Registration Statements. (c) In the event Purchasers holding a majority-in-interest of the Registrable Securities being registered determine to engage the services of an underwriter, each Purchaser agrees to enter into and perform such Purchaser’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Purchaser has notified the Company in writing of such Purchaser’s election to exclude all of such Purchaser’s Registrable Securities from such Registration Statement. (cd) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d3(e) and Section 2.4(e) hereofor 3(f), such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or 3(f) and, until if so directed by the Company, such Purchaser is advised 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 Purchaser’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (e) No Purchaser may participate in any underwritten registration hereunder unless such Purchaser: (i) agrees to sell such Purchaser’s Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below. (f) Each Purchaser covenants and agrees that such dispositions may again be madeit will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with the offer and sale of Registrable Securities pursuant to any Registration Statement.

Obligations of the Purchasers. In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: (a) Each It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five three (53) Business Days business days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementPurchaser. (b) Each Purchaser, by its such Purchaser's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement Statements hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser's election to exclude all of its such Purchaser's Registrable Securities from the Registration Statements. (c) In the event Purchasers holding a majority-in-interest of the Registrable Securities being registered (with the approval of the Purchasers) determine to engage the services of an underwriter, each Purchaser agrees to enter into and perform such Purchaser's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Purchaser has notified the Company in writing of such Purchaser's election to exclude all of such Purchaser's Registrable Securities from such Registration Statement. (cd) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d3(e) and Section 2.4(e) hereofor 3(f), such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Purchaser's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or 3(f) and, until if so directed by the Company, such Purchaser is advised 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 Purchaser's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (e) No Purchaser may participate in any underwritten registration hereunder unless such Purchaser: (i) agrees to sell such Purchaser's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company that such dispositions may again be madepursuant to Section 5 below.

Obligations of the Purchasers. In connection with the registration of the Registrable Securities pursuant to this Subscription Agreement, the Purchaser shall have the following obligations: (a) Each It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to each Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it it, and the intended method methods of disposition of the Registrable Securities held by it, such securities as shall be reasonably required to effect the registration of such the Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five thirty (530) Business Days days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser (the "Requested Information") if such Purchaser it elects to have any of its his Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to If within seven (7) business days of the filing date the Company at least two has not received the Requested Information from a Purchaser (2) Business Days prior to a "Non-Responsive Purchaser"), then the first anticipated filing date Company may file the Registration Statement without including the Registrable Securities of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementNon-Responsive Purchaser. (b) Each Purchaser, Purchaser by its his acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such the Registration Statement. (c) In the event Purchasers holding a majority in interest of the Purchasers' Shares select underwriters for the offering, each Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations and market stand-off obligations, with the managing underwriter of such offering and to take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Purchaser has notified the Company in writing of its election to exclude all of his Registrable Securities from the Registration Statement. (d) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of any kind described in Section 2.4(d) and Section 2.4(e) hereof6.3(f), such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Purchaser's receipt of the copies of the supplemented or amended prospectus contemplated by Section 6.3(f) and, until the Purchaser is advised if so desired by the Company, such Purchaser shall deliver to the Company that (at the expense of the Company) or destroy (and deliver to the Company a certificate of such dispositions destruction) all copies, other than the permanent file copies then in such Purchaser's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (e) No Purchaser may again be madeparticipate in any underwritten registration hereunder unless such Purchaser (i) agrees to sell such Purchaser's Registrable Securities on the basis provided in any underwriting arrangements approved by the Purchasers 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 such Purchaser's pro rata portion of all underwriting discounts and commissions.

Obligations of the Purchasers. (a) Each Purchaser shall agrees to furnish in writing to the Company such information regarding itself, a completed Selling Stockholder Questionnaire not more than five (5) Business Days following the Registrable Securities held by it and the intended method date 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 requestthis Agreement. At least five ten (510) Business Days prior to the first anticipated filing date of a Registration Statement for any Registration Statementregistration under this Agreement, the Company shall will notify each Purchaser of the information the Company requires from such that Purchaser if such Purchaser elects to have any of its Registrable Securities included other than the information contained in the Registration Statement. A Purchaser Selling Stockholder Questionnaire, if any, which shall provide such information be completed and delivered to the Company at least two promptly upon request and, in any event, within three (23) Business Days prior to the first applicable anticipated filing date date. Each Purchaser further agrees that it shall not be entitled to be named as a selling securityholder in the Registration Statements or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Purchaser has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence. If a Purchaser of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its best efforts to take such actions as are required to name such Purchaser as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information. Each Purchaser acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 5(a) will be used by the Company in the preparation of each Registration Statement and hereby consents to the inclusion of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included information in the each Registration Statement. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b2(c)(ii) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e3(h) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each Purchaser shall furnish Notwithstanding any other provision of the Agreement, no Holder of Registrable Securities may include any of its Registrable Securities in writing the Registration Statement pursuant to this Agreement unless the Holder furnishes to the Company a completed and signed selling stockholder questionnaire in customary form that contains such information regarding itselfPurchaser, the Registrable Securities securities of the Company held by it Purchaser and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required requested by the Company to effect the registration of such the Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At Securities, at least five ten (510) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. Each Holder who intends to include any of its Registrable Securities in the Registration Statement shall promptly furnish the Company in writing such other information as the Company may reasonably request in writing. Each Holder acknowledges and agrees that the information in the selling shareholder questionnaire or request for further information as described in this Section 2.4(a) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. The Company shall not be obligated to file more than one post-effective amendment or supplement in any sixty (60) day period following the date such Registration Statement is declared effective for the purposes of naming Holders as selling security holders who are not named in such Registration Statement at the time of effectiveness. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. The Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Common Stock beneficially owned by such Holder and any affiliate thereof, (ii) any FINRA affiliations, (iii) any natural persons who have the power to vote or dispose of the Common Stock and (iv) any other information as may be requested by the SEC, FINRA or any state securities commission. Each Holder agrees by its acquisition of such Registrable Securities that, it will not commence a disposition of Registrable Securities under the Registration Statement until such Holder has received (i) written confirmation from the Company of the availability of the Registration Statement, or (ii) copies of the supplemented Prospectus and/or amended Registration Statement as described, and, in each case, has also received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d2.3(d) and Section 2.4(e2.3(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be mademade and/or the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed and, if so directed by the Company, each Holder will deliver to the Company or destroy (at the Company’s expense) all copies, other than permanent file copies then in its possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

Obligations of the Purchasers. (a) Each At least five Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Purchaser in writing of any information the Company requires from such Purchaser in order to have that Purchaser’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that the Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless such the Purchaser has notified the Company in writing of its the Purchaser’s election to exclude all of its the Purchaser’s Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d10.4(e) and or the first sentence of Section 2.4(e) hereof10.4(d), such the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities, Securities until the Purchaser Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 10.4(e) or the first sentence of Section 10.4(d) or receipt of notice that no supplement or amendment is advised by required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended Warrants to a transferee of the Purchaser in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 10.4(e) or the first sentence of Section 10.4(d) and for which the Purchaser has not yet settled. (d) Each Purchaser covenants and agrees that such dispositions may again be madeit 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.

Obligations of the Purchasers. In connection with the registration of the Registrable Securities, each Purchaser shall have the following obligations: (a) Each It shall be a condition precedent to the obligations of the Company to effect the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the number of Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required by rules of the SEC to effect the registration of such the Registrable Securities Securities. The information so provided by the Purchasers shall be included without material alteration in the Registration Statement and shall execute not be modified without such documents in connection with such registration as the Company may reasonably requestPurchaser's written consent. At least five ten (510) Business Days business days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser the Purchasers of the information the Company requires from each such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementPurchaser. (b) Each Purchaser, by its such Purchaser's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement required to be filed hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser's election to exclude all of its such Purchaser's Registrable Securities from such Registration Statement. (c) Each In the event the Purchasers holding a majority in interest of the Registrable Securities being registered determine to engage the services of an underwriter, each Purchaser agrees thatto enter into and perform such Purchaser's obligations under an underwriting agreement, upon in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Purchaser has notified the Company in writing of such Purchaser's election to exclude all of such Purchaser's Registrable Securities from the applicable Registration Statement. No Purchaser shall be obligated to participate in any such underwriting. (d) Upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant of the kind described in Section 3(g), 3(h) or 5 (a) with respect to Section 2.4(d) and Section 2.4(e) hereofany Registration Statement covering Registrable Securities, such each Purchaser will shall immediately discontinue disposition of Registrable Securities pursuant to the such Registration Statement until such Purchaser's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g), 3(h) or 5(a), as applicable, and, if so directed by the Company, such Purchaser shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies, other than file copies, in such Purchaser's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. Notwithstanding the foregoing or anything to the contrary in this Agreement, but subject to compliance with applicable laws, the Company shall cause the transfer agent for the Registrable Securities to deliver unlegended shares of Common Stock to a transferee of a Purchaser in accordance with the terms of the Debentures and Warrants in connection with any sale of Registrable Securities with respect to which any such Purchaser has entered into a contract for sale prior to receipt of such notice and for which any such Purchaser has not yet settled. (e) No Purchaser may participate in any underwritten registration hereunder unless such Purchaser (i) agrees to sell such Purchaser's Registrable Securities on the basis provided in any underwriting arrangements approved by the Purchasers 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 and other fees and expenses of investment bankers and any manager or managers of such underwriting and legal expenses of the underwriter applicable with respect to its Registrable Securities, until in each case to the Purchaser is advised extent not payable by the Company that such dispositions may again be madepursuant to the terms of this Agreement. Notwithstanding anything in this Section 4(e) to the contrary, this Section 4(e) is not intended to limit any Purchaser's rights under Sections 2(a) or 3(c) hereof.

Obligations of the Purchasers. (a) Each Purchaser shall furnish Notwithstanding any other provision of the Agreement, no Holder of Registrable Securities may include any of its Registrable Securities in writing the Registration Statement pursuant to this Agreement unless the Holder furnishes to the Company a completed and signed selling stockholder questionnaire in customary form that contains such information regarding itselfPurchaser, the Registrable Securities securities of the Company held by it Purchaser and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required requested by the Company to effect the registration of such the Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At Securities, at least five ten (510) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. Each Holder who intends to include any of its Registrable Securities in the Registration Statement shall promptly furnish the Company in writing such other information as the Company may reasonably request in writing. Each Holder acknowledges and agrees that the information in the selling shareholder questionnaire or request for further information as described in this Section 2.4(a) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. The Company shall not be obligated to file more than one post-effective amendment or supplement in any sixty (60) day period following the date such Registration Statement is declared effective for the purposes of naming Holders as selling security holders who are not named in such Registration Statement at the time of effectiveness. (b) Each Purchaser, 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. The Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Common Stock beneficially owned by such Holder and any Affiliate thereof, (ii) any FINRA affiliations, (iii) any natural persons who have the power to vote or dispose of the Common Stock and (iv) any other information as may be requested by the SEC, FINRA or any state securities commission. Each Holder agrees by its acquisition of such Registrable Securities that, it will not commence a disposition of Registrable Securities under the Registration Statement until such Holder has received (i) written confirmation from the Company of the availability of the Registration Statement, or (ii) copies of the supplemented Prospectus and/or amended Registration Statement as described, and, in each case, has also received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d2.3(d) and Section 2.4(e2.3(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be mademade and/or the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed and, if so directed by the Company, each Holder will deliver to the Company or destroy (at the Company’s expense) all copies, other than permanent file copies then in its possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

Obligations of the Purchasers. (a) Each In connection with the registration of the Registrable Securities, each Purchaser shall have the following obligations: 4.1 It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five ten (510) Business Days business days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementPurchaser. (b) Each 4.2 Purchaser, by its such Purchaser's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser's election to exclude all of its such Purchaser's Registrable Securities from such the Registration Statement. (c) Each 4.3 Purchaser whose Registrable Securities are included in a Registration Statement understands that the Securities Act may require delivery of a prospectus relating thereto in connection with any sale thereof pursuant to such Registration Statement, and each such Purchaser shall use its reasonable efforts to comply with the applicable prospectus delivery requirements of the Securities Act in connection with any such sale. 4.4 Purchaser agrees that, upon receipt of any written notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 2.4(d) and Section 2.4(e) hereof3.6, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Purchaser's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 and, until if so directed by the Company, such Purchaser is advised 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 Purchaser's possession (other than a limited number of permanent file copies), of the prospectus covering such Registrable Securities current at the time of receipt of such notice. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Purchaser in connection with any sale of Registrable Securities with respect to which such Purchaser has entered into a contract for sale prior to receipt of such notice and for which such Purchaser has not yet settled. 4.5 Without limiting Purchaser's rights under Section 2.1 or 3.2 hereof, no Purchaser may participate in any underwritten distribution hereunder unless such Purchaser (a) agrees to sell such Purchaser's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (c) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company that such dispositions may again be made.pursuant to Article V.