Common use of Shelf Registration Statement Clause in Contracts

Shelf Registration Statement. The Company has prepared and filed in conformity with the requirements of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Shelf Registration Statement. The Company has prepared and filed in conformity will use its reasonable best efforts to promptly file with the requirements SEC, no later than 150 days following the date of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC this Agreement, a “shelf” shelf registration statement on Form S-3 (No. 333-230854or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1), which became effective on April 24, 2019, including a base prospectus ) (the “Base ProspectusShelf Registration Statement”) relating covering the resale of all the Registrable Securities (determined as of two (2) business days prior to common stocksuch submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, preferred stockbut no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, warrantswhichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, rights the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or units combination of methods legally available to, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may be sold from time to time by the Company, occur as described in accordance with Rule 415 of the 1933 ActSection 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, thereof and supplements as may have been required be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the date of this Agreement“Shelf Period”). The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed Company shall use its reasonable best efforts to be part of the promptly replace any Shelf Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” expiration, if applicable, with respect to the a successor effective Shelf Registration Statement until such time as there are no longer any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referenceRegistrable Securities outstanding.

Shelf Registration Statement. The Company has prepared (a) From and filed in conformity with after the requirements date hereof, subject to the terms and conditions hereof, and further subject to the availability of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement on Form S-3 or any successor form thereto (No. 333-230854)“Form S-3”) to the Company, which became effective on April 24, 2019, including a base prospectus any of the Demand Shareholders may by written notice delivered to the Company (the “Base ProspectusShelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to common stockthe offer and sale, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the information Registrable Amount (if any) contained the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of final prospectus filed an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 4.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the SEC pursuant plan and method of distribution set forth, or to Rule 424(bbe set forth, in such Shelf Registration Statement, including a Permitted Distribution in Kind, by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 4.3(d), the Company will use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) three (3) years after the Shelf Registration Statement has been declared effective; (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (iii) the date on which the Investors’ collective Beneficial Ownership of Company Common Stock falls below five percent (5.0%); provided, that the Company’s obligations under this Section 4.3(c) shall cease after completion of the fifth (5th) Shelf Offering by the Investors (taking into account the time periods described in Section 4.1(c) as if such Shelf Offering were a Demand Registration). (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the Rules definition thereof, the Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any such determination, each Demand Shareholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and Regulations promptly halt any use, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and deemed any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to be part thereof the Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of effectiveness pursuant to Rules 430A receipt of such notice. (e) After the expiration of any Blackout Period and 430B without any further request from a holder of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitationRegistrable Securities, the final prospectus supplement (the “Prospectus Supplement”)Company, filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statementextent necessary, any Preliminary Prospectus, the Statutory Prospectus (shall as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, promptly as amended (the “1934 Act”), on reasonably practicable prepare a post-effective amendment or before the date hereof or are so filed hereafter. Any reference herein supplement to the terms “amend,” “amendment” or “supplement” with respect to the Shelf Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include prospectus, or any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) At any time that a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all of part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) and Section 4.1(g). (g) If any Demand Shareholder so elects, a Shelf Offering may be in the form of a block sale to one or more financial institutions for resale pursuant to a Shelf Registration Statement (a “Block Trade”). If a Demand Shareholder wishes to engage in a Block Trade, the Demand Shareholder shall notify the Company five (5) Business Days prior to the day such Block Trade is to commence (unless a longer period is agreed to by the Demand Shareholder). The Company shall use commercially reasonable efforts to facilitate any Block Trade (which may close as early as two (2) Business Days after the date it commences) consistent with its obligations under this Article 4. (h) If any Demand Shareholder so elects, a Shelf Offering may involve a Permitted Distribution in Kind, and the Company will reasonably facilitate such distribution in the manner reasonably requested by such Demand Shareholder and in compliance with the Securities Act and Exchange Act, as applicable.

Shelf Registration Statement. (a) The Company has prepared and filed in conformity with the requirements of the 1933 Act and the published rules and regulations thereunder Company: (the “Rules and Regulations”A) adopted by the SEC a “shelf” registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed shall cause to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and includingon or before December 31, without limitation2001, the final prospectus supplement a shelf registration statement (the “Prospectus Supplement”)"Shelf Registration Statement") on an appropriate form under the Securities Act, filed pursuant relating solely to the offer and within sale of all the limits described Registrable Securities by the Holders thereof from time to time in Rule 424(b) accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in connection with no event later than June 30, 2002; provided, however, that no Holder (other than the proposed sale Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the Prospectus earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to refer have used its best efforts to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any Preliminary Prospectusaction that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Statutory Prospectus or the Prospectus Company shall be deemed to refer to and include any such document filed or cause to be filed under with the 1934 Act after SEC as soon as practicable any necessary or appropriate supplement to the date of the Shelf Registration Statement, any Statement in order to effect such Preliminary ProspectusUnderwritten Offering. In such case, the Statutory Prospectus sole or Prospectus, as the case may be, managing Underwriters and deemed any additional investment bankers and managers to be incorporated therein used in connection with such registration shall be selected by referencethe Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. The Company has prepared (a) Subject to Section 2(d), and filed in conformity with further subject to the requirements availability of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement on Form S-3 or any successor form thereto (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base ProspectusForm S-3”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with as soon as reasonably practicable after it is initially eligible to do so, the Company shall file, and use its commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 of under the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required Securities Act relating to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statementoffer and sale, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of the information (if any) contained Registrable Securities owned by the Holders in accordance with the plan and method of distribution set forth in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to included in such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement Form S-3 (the “Prospectus SupplementShelf Registration Statement”). Even if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”), filed pursuant the Company shall not be required to and within file the limits described Shelf Registration Statement on an automatic shelf registration statement (as defined in Rule 424(b405 under the Securities Act) or any successor form thereto, to the extent that the Company would be an ineligible issuer (as defined in Rule 405 under the Securities Act) with the SEC respect to a broad plan of distribution (inclusive of distributions not involving a firm commitment underwriting) customarily included in connection with the proposed sale of the Securities contemplated by this Agreement through a shelf registration statement. (b) At least twenty (20) Business Days prior to the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to on which the Company anticipates filing a Shelf Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended Company will deliver written notice (the “1934 ActShelf Notice”) thereof to each Holder. Each Holder will have the right to include its Registrable Securities in the Shelf Registration Statement by delivering to the Company a written request to so include such Registrable Securities within ten (10) calendar days after the Shelf Notice is received by any such Holder. (c) Subject to Section 2(d), on the Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective (including by filing any necessary post-effective amendments to such Shelf Registration Statement or before one or more successor Shelf Registration Statements) until the date hereof or are so filed hereafter. Any reference herein to on which all Registrable Securities covered by the terms “amend,” “amendment” or “supplement” with respect to the Shelf Registration Statement any Preliminary Prospectus, have been sold thereunder in accordance with the Statutory Prospectus or plan and method of distribution disclosed in the Prospectus shall be deemed to refer to and include any such document filed or to be filed under prospectus included in the 1934 Act after the date of the Shelf Registration Statement, any such Preliminary Prospectusor otherwise cease to be Registrable Securities. (d) Notwithstanding anything to the contrary contained in this Agreement, the Statutory Prospectus Company shall be entitled, from time to time, by providing written notice to the Registering Holders who elected to participate in the Shelf Registration Statement (which notice shall provide reasonable detail regarding the basis for the Blackout Period), to require such Registering Holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. After the expiration of any Blackout Period and without any further request from a Registering Holder, the Company shall immediately notify all such Registering Holders and, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or Prospectussupplement to the Shelf Registration Statement or the prospectus, as the case may be, and deemed to be or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) All rights of Oxy, EMG and Xxxxx Xxxxxxxx and their respective Affiliates to Transfer PAGP Class A Shares using the Shelf Registration Statement shall be subject to the transfer restrictions contained in Section 13(a).

Shelf Registration Statement. The Company has prepared (a) Subject to Section 2(d), and filed in conformity with further subject to the requirements availability of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement on Form S-3 or any successor form thereto (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base ProspectusForm S-3”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with as soon as reasonably practicable after it is initially eligible to do so, the Company shall file, and use its reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 of under the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required Securities Act relating to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statementoffer and sale, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of the information (if any) contained Registrable Securities owned by the Holders in accordance with the plan and method of distribution set forth in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to included in such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement Form S-3 (the “Prospectus SupplementShelf Registration Statement”). Even if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”), filed pursuant the Company shall not be required to and within file the limits described Shelf Registration Statement on an automatic shelf registration statement (as defined in Rule 424(b405 under the Securities Act) or any successor form thereto, to the extent that the Company would be an ineligible issuer (as defined in Rule 405 under the Securities Act) with the SEC respect to a broad plan of distribution (inclusive of distributions not involving a firm commitment underwriting) customarily included in connection with the proposed sale of the Securities contemplated by this Agreement through a shelf registration statement. (b) At least ten Business Days prior to the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to on which the Company anticipates filing a Shelf Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended Company will deliver written notice (the “1934 ActShelf Notice”) thereof to each Holder. Each Holder will have the right to include its Registrable Securities in the Shelf Registration Statement by delivering to the Company a written request to so include such Registrable Securities within five Business Days after the Shelf Notice is received by any such Holder. (c) Subject to Section 2(d), on the Company shall use reasonable best efforts to keep the Shelf Registration Statement continuously effective (including by filing any necessary post-effective amendments to such Shelf Registration Statement or before one or more successor Shelf Registration Statements) until the date hereof or are so filed hereafter. Any reference herein to on which all Registrable Securities covered by the terms “amend,” “amendment” or “supplement” with respect to the Shelf Registration Statement any Preliminary Prospectus, have been sold thereunder in accordance with the Statutory Prospectus or plan and method of distribution disclosed in the Prospectus shall be deemed to refer to and include any such document filed or to be filed under prospectus included in the 1934 Act after the date of the Shelf Registration Statement, any such Preliminary Prospectusor otherwise cease to be Registrable Securities. (d) Notwithstanding anything to the contrary contained in this Agreement, the Statutory Prospectus Company shall be entitled, from time to time, by providing written notice to the Registering Holders who elected to participate in the Shelf Registration Statement (which notice shall provide reasonable detail regarding the basis for the Blackout Period), to require such Registering Holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. After the expiration of any Blackout Period and without any further request from a Registering Holder, the Company shall immediately notify all such Registering Holders and, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or Prospectussupplement to the Shelf Registration Statement or the prospectus, as the case may be, and deemed to be or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration Statement. (i) The Company has prepared and filed in conformity with the requirements of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stockCommon Stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Shelf Registration Statement. Within 45 days of receipt by NBCi of a written notice as described in Section 3(a) which is requested to be effected as a shelf registration pursuant to Rule 415 under the Securities Act (such Demand Registration, a "SHELF REGISTRATION") (which request shall not be made at any time prior to the later of the twelve month anniversary of the date hereof or the date on which NBCi first becomes eligible to file a registration statement on Form S-3), NBCi shall file with the SEC a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (a "SHELF REGISTRATION STATEMENT") covering all of the Registrable Securities of the requesting Holder included in the Demand Notice and any additional Registrable Securities requested to be included by the other Holders pursuant to the terms of Sections 3(c) and 4(b) (collectively, in such capacity, the "REGISTERING HOLDERS"). The Company has prepared Shelf Registration Statement shall be on the appropriate form and filed shall comply as to form in conformity all material respects with the requirements of the 1933 Securities Act and the published rules sales and regulations thereunder (the “Rules and Regulations”) adopted promulgated thereunder, permitting registration of such Registrable Securities for resale by the SEC a “shelf” registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained Registering Holders in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and manner designated by them (including, without limitation, one or more Underwritten Offerings). NBCi shall use all commercially reasonable efforts to cause the final prospectus supplement (the “Prospectus Supplement”), filed pursuant Shelf Registration Statement to and within the limits described in Rule 424(b) with be declared effective by the SEC as promptly as practicable. NBCi will notify the Registering Holders in connection with the proposed sale of the Securities contemplated by this Agreement through the date of writing when such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Shelf Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referencebecomes effective.

Shelf Registration Statement. The Company has prepared and filed in conformity Upon the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file with the requirements Commission as soon as reasonably practicable following the Corporate Manager’s receipt of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC such Registration Request a “shelf” shelf registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (S-1 or such other form under the “Base Prospectus”) relating Securities Act then available to common stock, preferred stock, warrants, rights or units the Corporate Manager providing for the resale of all of the Company that may be sold Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Company, in accordance with Rule 415 of Commission as soon as reasonably practicable after the 1933 Act, initial submission or filing thereof and to keep such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Shelf Registration Statement by incorporation by reference or otherwise, as amended effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC and pursuant to Rule 424(b) any customary method or combination of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale holders of the Securities contemplated Corporate Shares covered by this Agreement through such Shelf Registration Statement. In connection therewith, the date Corporate Manager will, within 20 days after receipt of such Prospectus Supplement. Unless otherwise stated hereinany Registration Request, any reference herein provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Statement, any Preliminary Prospectus, Request offering to them the Statutory Prospectus (as defined below) and the Prospectus shall be deemed right to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 all of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of their Redemption Shares in the Registration Statement, any such Preliminary Prospectus. Notwithstanding the foregoing, the Statutory Prospectus or Prospectus, as Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the case may beperiod starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and deemed ending on a date 180 days following the effective date of, a registration statement pertaining to be incorporated therein by reference.an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) or

Shelf Registration Statement. The Company has prepared (a) Subject to Section 2(d), and filed in conformity with further subject to the requirements availability of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement on Form S-3 or any successor form thereto (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base ProspectusForm S-3”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with as soon as reasonably practicable after it is initially eligible to do so, the Company shall file, and use its reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 of under the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required Securities Act relating to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statementoffer and sale, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of the information (if any) contained Registrable Securities owned by the Holders in accordance with the plan and method of distribution set forth in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to included in such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement Form S-3 (the “Prospectus SupplementShelf Registration Statement”). Even if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”), filed pursuant the Company shall not be required to and within file the limits described Shelf Registration Statement on an automatic shelf registration statement (as defined in Rule 424(b405 under the Securities Act) or any successor form thereto, to the extent that the Company would be an ineligible issuer (as defined in Rule 405 under the Securities Act) with the SEC respect to a broad plan of distribution (inclusive of distributions not involving a firm commitment underwriting) customarily included in connection with the proposed sale of the Securities contemplated by this Agreement through a shelf registration statement. (b) At least ten Business Days prior to the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to on which the Company anticipates filing a Shelf Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended Company will deliver written notice (the “1934 ActShelf Notice”) thereof to each Holder. Each Holder will have the right to include its Registrable Securities in the Shelf Registration Statement by delivering to the Company a written request to so include such Registrable Securities within five Business Days after the Shelf Notice is received by any such Holder. (c) Subject to Section 2(d), on the Company shall use reasonable best efforts to keep the Shelf Registration Statement continuously effective (including by filing any necessary post-effective amendments to such Shelf Registration Statement or before one or more successor Shelf Registration Statements) until the date hereof or are so filed hereafter. Any reference herein to on which all Registrable Securities covered by the terms “amend,” “amendment” or “supplement” with respect to the Shelf Registration Statement any Preliminary Prospectus, have been sold thereunder in accordance with the Statutory Prospectus or plan and method of distribution disclosed in the Prospectus shall be deemed to refer to and include any such document filed or to be filed under prospectus included in the 1934 Act after the date of the Shelf Registration Statement, any such Preliminary Prospectusor otherwise cease to be Registrable Securities. (d) Notwithstanding anything to the contrary contained in this Agreement, the Statutory Prospectus Company shall be entitled, from time to time, by providing written notice to the Registering Holders who elected to participate in the Shelf Registration Statement (which notice shall provide reasonable detail regarding the basis for the Blackout Period), to require such Registering Holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. After the expiration of any Blackout Period and without any further request from a Registering Holder, the Company shall immediately notify all such Registering Holders and, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or Prospectussupplement to the Shelf Registration Statement or the prospectus, as the case may be, and deemed to be or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) All rights of the Holders and their respective Affiliates to Transfer TEGP Class A Shares using the Shelf Registration Statement shall be subject to the transfer restrictions contained in Section 13(a).

Shelf Registration Statement. The Company has prepared (a) Subject to the limitations set forth in this Agreement (including ARTICLE II), from and filed in conformity with after the requirements first anniversary of the 1933 Act Effective Time, subject to the terms and conditions hereof, and further subject to the published rules and regulations thereunder (eligibility of the “Rules and Regulations”) adopted by the SEC Company to file a “shelf” registration statement on Form S-3 or any successor form thereto (No. 333-230854“Form S-3”), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating Investors may by written notice delivered to common stock, preferred stock, warrants, rights or units of the Company that may require the Company to file as soon as reasonably practicable, and to its commercially reasonable efforts to cause to be sold from time to time declared effective by the CompanyCommission, in accordance with if applicable, as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 of under the 1933 ActSecurities Act to permit or facilitate the offer, sale and such amendmentsdistribution, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of an amount of Registrable Securities then held by the information Investors that equals or is greater than the Registrable Amount (if any) contained the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of final prospectus filed an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto. (b) Subject to Section 4.3(c), the Company will use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective (including by filing amendments thereto or replacement registration statements thereof) until the earlier of (i) five (5) years after the Shelf Registration Statement has been declared effective; (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the SEC pursuant plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to Rule 424(bbe Registrable Securities; and (iii) the date on which the Investors no longer hold Registrable Securities that represent at least two percent (2.0%) of the Rules and Regulations and deemed Total Voting Power of Company Common Stock in the aggregate. (c) Notwithstanding anything to be part thereof at the time of effectiveness pursuant contrary contained in this Agreement, if so advised by the Company in writing (which shall describe the reason for the Blackout Period and, to Rules 430A and 430B the extent practicable, an approximation of the Rules and Regulations. The term “Preliminary Prospectus” means anticipated duration of such Blackout Period), the Base Prospectus, together with any preliminary prospectus supplement used or filed with Investors shall be required to suspend the SEC pursuant to Rule 424 use of the Rules and Regulationsprospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. The term “Prospectus” means In the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to event such prospectus filed with Blackout Period is of the SEC, and including, without limitationtype described in clause (ii) of the definition thereof, the final prospectus supplement Company shall (i) deliver to the “Prospectus Supplement”)Investors a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, filed pursuant to and within in the limits good faith judgment of the Board, the conditions described in Rule 424(bclause (ii) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through definition of Blackout Period have been met. After the date expiration of such Prospectus Supplement. Unless otherwise stated hereinany Blackout Period and without any request or demand from the Investors, any reference herein the Company to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (extent necessary shall as defined below) promptly as reasonably practicable prepare and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on file a post-effective amendment or before the date hereof or are so filed hereafter. Any reference herein supplement to the terms “amend,” “amendment” or “supplement” with respect to the Shelf Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be prospectus, or any document incorporated or deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference, or any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) At any time that a Shelf Registration Statement is effective, if the Investors deliver a notice to the Company (a “Take-Down Notice”) (which Take-Down Notices shall not total more than two (2) in the aggregate during any calendar year) stating that the Investors intend to sell all or part of their Registrable Securities included on the Shelf Registration Statement (a “Shelf Offering”), then, the Company shall amend or supplement the Shelf Registration Statement or the prospectus as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering. In connection with any Shelf Offering that is an Underwritten Offering and where the offering of the securities includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”), if the lead managing underwriter(s) advises the Company and the Investors that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the Investors are advised by such lead managing underwriter(s) can be sold without such adverse effect. Except as otherwise expressly specified in this Section 4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this ARTICLE IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(g).

Shelf Registration Statement. The Prior to the Closing, the Amneal Group Representative and Impax shall jointly prepare, and Impax shall cause the Company has to file with the SEC (no later than five (5) Business Days following the later of (i) the date on which the Registration Statement on Form S-4, to be jointly prepared by Amneal and Impax and filed by the Company in conformity accordance with the requirements Section 6.01 of the 1933 Act and the published rules and regulations thereunder Transaction Agreement (the “Rules and RegulationsForm S-4 Registration Statement”) adopted ), is declared effective by the SEC and (ii) the date that Impax has received all information reasonably required from Amneal Group for inclusion in the Shelf Registration Statement, to the extent such information was not previously included in the Form S-4 Registration Statement) a “shelf” registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (S-1 with the “Base Prospectus”) relating SEC with respect to common stock, preferred stock, warrants, rights or units resales of all Registrable Shares to be held by Amneal Group following the Company that may be sold from time to time by the Company, Closing in accordance with Rule 415 of (together with any additional registration statements filed to register any Registrable Shares, the 1933 Act“Shelf Registration Statement”). Prior to the Closing, Impax shall use its reasonable best efforts to cause the Company to, and following the Closing the Company shall, use its reasonable best efforts to (i) cause the Shelf Registration Statement on Form S-1 filed pursuant to this Section 5.1 to be declared effective under the Securities Act as promptly as reasonably possible after filing with the SEC and (ii) maintain the effectiveness of (and availability for use of) such amendmentsShelf Registration Statement on Form S-1 (including by, including without limitation, filing any post-effective amendments, thereof as may have amendments thereto or prospectus supplements in respect thereof) until a Shelf Registration Statement on Form S-3 has been required declared effective pursuant to the date of this Agreementbelow. The term “Registration Statement” as used in this Agreement means such registration statementUpon becoming eligible to use Form S-3, including all exhibits, financial schedules and all documents and information deemed to be part of the Company shall promptly file a Shelf Registration Statement by incorporation by reference or otherwiseon Form S-3, as amended from time to time, including the information (if any) contained which may be in the form of final prospectus filed with a post-effective amendment to the Shelf Registration Statement on Form S-1, covering all of the then Registrable Shares and will maintain the effectiveness of the Shelf Registration Statement on Form S-3 (or such comparable or successor form) then in effect until such time as there are no Registrable Shares. Notwithstanding the foregoing provisions of this Section 5.1, if the SEC prevents the Company from including on a registration statement any or all of the Registrable Shares to be registered pursuant to this Section 5.1 due to limitations on the use of Rule 424(b) 415 of the Rules and Regulations and deemed Securities Act for the resale of Registrable Shares by Amneal Group (a “Rule 415 Limitation”), such registration statement shall register the resale of a number of Registrable Shares which is equal to be part thereof at the time maximum number of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with shares as is permitted by the SEC, and includingthe Company shall use its reasonable best efforts to register all such remaining Registrable Shares for resale as promptly as reasonably practicable in accordance with the applicable rules, without limitationregulations and guidance of the SEC. In such event, the final prospectus supplement number of Registrable Shares to be registered for each Amneal Group Member in such registration statement shall be reduced pro rata (i) first, among all Amneal Group Members and (ii) second, among purchasers of Company Common Stock in any Company-Assisted PIPE Transaction, in each case based on the “Prospectus Supplement”), filed proportion that the number of Registrable Shares held by such Amneal Group Member or shares held by such purchasers pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein registration statement bears to the Registration Statementtotal number of Registrable Shares or shares held by such purchasers, any Preliminary Prospectusas applicable, the Statutory Prospectus (as defined below) and the Prospectus shall to be deemed to refer to and include the documents incorporated by reference therein, including registered pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referenceregistration statement.

Shelf Registration Statement. The Company has prepared From and filed in conformity with after the requirements one (1) year anniversary of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units first day of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to first full calendar month following the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statementand subject to Section 4.3, including all exhibitsthe Company shall, financial schedules and all documents and information deemed to be part upon request of the Registration Statement by incorporation by reference or otherwiseany Investor, as amended from time to time, including the information (if any) contained in the form of final prospectus filed promptly as reasonably practicable file with the SEC a registration statement for an offering to be made on a continuous basis pursuant to Rule 424(b) 415 covering the resale of all of the Rules and Regulations and deemed to be part thereof at Eligible Securities (the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations“Shelf Registration Statement”). The term “Preliminary Prospectus” means Shelf Registration Statement shall be on the Base Prospectus, together with any preliminary prospectus supplement used appropriate form permitting registration of such Eligible Securities for resale by the Investors in the manner or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and manners designated by them (including, without limitation, the final prospectus supplement (the “Prospectus Supplement”one or more underwritten offerings), filed . The Company will notify each Investor when such Shelf Registration Statement has become effective. The Company shall not be required to maintain in effect more than one shelf registration at any one time pursuant to and within this Section 3.2(a). The Company shall (subject to the limits described in Rule 424(b) with the SEC in connection with the proposed sale limitations on registration obligations of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated hereinCompany set forth in Articles II and III, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus which shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” applicable with respect to the Shelf Registration) use its reasonable best efforts to cause the Shelf Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed declared effective under the 1934 Securities Act as promptly as practicable after the date filing of the Shelf Registration Statement, any such Preliminary Prospectus, or automatically if the Statutory Prospectus or Prospectus, as the case may beCompany is eligible to file an automatically effective shelf registration statement, and deemed to be incorporated therein keep the Shelf Registration Statement continuously effective under the Securities Act until the date (“Effectiveness Period”) when all Eligible Securities covered by referencethe Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement.

Shelf Registration Statement. The (a) If, after the twelfth full calendar month after the date hereof, the Company has prepared and filed in conformity receives from the Holder a written request that the Company effect a shelf registration with respect to the Registrable Securities, the Company will within 60 days after such request file with the requirements of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC Commission a “shelf” registration statement on Form S-3 (No. 333-230854), which became or Form S-1 if Form S-3 is not then available to the Company) and shall use all reasonable efforts to have such registration statement declared effective on April 24, 2019, including a base prospectus (in such form as would permit the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units sale and distribution of the Registrable Securities then held by the Holder pursuant to Rule 415 under the Securities Act, and to keep such registration statement effective until the date the Registrable Securities then Beneficially Owned by the Holder constitute less than 10% of the then outstanding Common Stock. (b) Subject to compliance with Section 5 hereof, the Holder shall be entitled to an aggregate of two Underwritten Offerings and/or DECS Offerings in connection with a registration under Section 4(a); provided, however, that if the Company that may has effected a registration pursuant to Section 3(b) then the Holder shall be sold entitled to only one Underwritten Offering or DECS Offering in connection with a registration under Section 4(a). Otherwise, the distribution of Registrable Securities pursuant to a registration under Section 4(a) shall be effected, from time to time or at one time, only by or through such investment banking firm or firms (acting as broker, dealer, agent, principal or otherwise) as may be reasonably acceptable to the Holder and the Company. (c) At least five days prior to any sale of Registrable Securities pursuant to a registration under Section 4(a) (other than a sale in an Underwritten Offering or a DECS Offering), the Holder shall advise the Company in writing of the terms of its arrangements, if any, with any investment banking firm or firms agreed upon in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to timeSection 4(b), including the information (if any) contained capacity in which such firm or firms will act, the form proposed manner of final prospectus filed with the SEC pursuant to Rule 424(b) distribution of the Rules Registrable Securities and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referencecompensation terms.

Shelf Registration Statement. The (i) Within 30 calendar days of the Second Closing Date (as such term is defined in the Subscription Agreement), the Company has prepared and filed in conformity shall file with the requirements Commission a registration statement on any permitted form that qualifies, and is available for, the resale of Registrable Securities in accordance with and pursuant to Rule 415 promulgated under the 1933 Securities Act and the published rules and regulations thereunder (or any successor rule then in effect) (the “Rules and RegulationsShelf Registration Statement”) adopted (except if the Company is then eligible to register for resale the Registrable Securities on Form S-3, such registration shall be on Form S-3 in accordance herewith) and use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the SEC Commission as promptly as reasonably practicable thereafter. The Company shall include in such Shelf Registration Statement all Registrable Securities held by the Investor. (ii) Until the earlier of the date on which (A) there no longer are any Registrable Securities outstanding and (B) this Agreement has terminated in accordance with Section 2.13, if (y) the Company receives new or revised Holder Information that was not previously provided or is not otherwise included in the Shelf Registration Statement, or (z) a “shelf” Holder requests the registration statement of its Registrable Securities on the Shelf Registration Statement and such request was not previously received by the Company pursuant to the terms of this Agreement, the Company shall promptly and, in any case within 15 days, file with the Commission an amendment or supplement to such Shelf Registration Statement and shall include such new or revised Holder Information and/or the Registrable Securities of the Holder making such request, as applicable, in the amended or supplemented registration statement. (iii) In the event the Company is not eligible to file the Shelf Registration Statement on Form S-3 (No. 333-230854a “Form S-3 Shelf”) and files the Shelf Registration Statement on Form S-1 (a “Form S-1 Shelf”), which became the Company shall use its reasonable best efforts to convert such Shelf Registration Statement to a Form S-3 Shelf as promptly as practicable after the Company is eligible to use Form S-3 and have the Form S-3 Shelf declared effective on April 24, 2019, including a base prospectus as promptly as practicable (but in no event more than 30 days after the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units filing of the Form S-3 Shelf), provided, that if there is an offering of Registrable Securities under the Shelf Registration Statement that is ongoing at such time the Company that may be sold from time is eligible to time by use Form S-3, the Company, in accordance with Rule 415 Company shall delay the conversion of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to Shelf Registration Statement until the earlier of the date of this Agreement. The term “that the offering is completed or the existing Shelf Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed Statement would need to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC updated pursuant to Rule 424(bSection 10(a)(3) of the Rules Securities Act or otherwise. If the Shelf Registration Statement is a Form S-3 Shelf and Regulations and deemed thereafter the Company becomes ineligible to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitationuse Form S-3 for secondary sales, the final prospectus supplement Company shall use its reasonable best efforts to file a Form S-1 Shelf as promptly as practicable to replace the Shelf Registration Statement that is a Form S-3 Shelf (the “Prospectus Supplement”), filed pursuant to and within the limits described but in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through no event more than 20 Business Days after the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined belowineligibility) and have the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, S-1 Shelf declared effective as amended promptly as practicable (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act but in no event more than 90 days after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referencefiling).

Shelf Registration Statement. The If the Company has prepared and not filed in conformity an IPO Registration Statement by June 15, 2012, or if such IPO Registration Statement has been filed but has not been declared effective under the Securities Act by October 31, 2012, the Company shall, no later than the Filing Deadline, file with the requirements of Commission a shelf Registration Statement on Form S-1 or such other form under the 1933 Securities Act and then available to the published rules and regulations thereunder Company (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base ProspectusShelf Registration Statement”) relating to common stock, preferred stock, warrants, rights or units the offer and sale of the Company that may be sold Registrable Securities by the Holders from time to time by the Company, pursuant to Rule 415 in accordance with Rule 415 the methods of distribution elected by such Holders holding a majority of the 1933 Registrable Securities and set forth in such Shelf Registration Statement (such date, the “Filing Date”) and, thereafter, shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing thereof, but no later than 120 calendar days following the Filing Date; provided, however, that the Company may, upon written notice to all Holders, postpone having the Shelf Registration Statement declared effective for a reasonable period not to exceed 90 days if the Company possesses material non-public information, the disclosure of which would have a material adverse effect on the Company and its subsidiaries taken as a whole. The Company agrees to use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) six months from the Effective Time; provided, that, all of the Registrable Securities are eligible for sale without any volume or manner of sale restrictions pursuant to Rule 144 (or any successor or analogous rule) under the Securities Act, or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that if the Company has an effective Shelf Registration Statement on Form S-1 under the Securities Act and becomes eligible to use Form S-3 or such amendmentsother short-form registration statement form under the Securities Act, including postthe Company may, upon 30 Business Days prior written notice to all Holders, register any Registrable Securities registered but not yet distributed under the effective Shelf Registration Statement on such a short-form Shelf Registration Statement and, once the short-form Shelf Registration Statement is declared effective, de-register such shares under the previous Registration Statement or transfer the filing fees from the previous Registration Statement (such transfer pursuant to Rule 429, if applicable) unless any Holder registered under the initial Shelf Registration Statement notifies the Company within 15 Business Days of receipt of the Company notice that such a registration under a new Registration Statement and de-registration of the initial Shelf Registration Statement would interfere with its distribution of Registrable Securities already in progress, in which case the Company shall delay the effectiveness of the short-form Registration Statement and termination of the then-effective amendments, thereof as may have been required initial Registration Statement or any short-form Registration Statement for the period necessary to complete such distribution and no more than 45 days from the date of this Agreementthat the Company receives the notice from such Holders requesting a delay. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Any Shelf Registration Statement by incorporation by reference or otherwise, as amended shall provide for the resale from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC time and pursuant to Rule 424(b) any method or combination of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and methods legally available (including, without limitation, the final prospectus supplement (the “Prospectus Supplement”)an Underwritten Offering, filed pursuant a direct sale to and within the limits described in Rule 424(b) with the SEC in connection with the proposed purchasers or a sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Actbrokers or agents, which were may include sales over the internet) by the Holders of any and all Registrable Securities. If the Company has not filed an IPO Registration Statement by June 15, 2012, or such IPO Registration Statement has been filed but has not been declared effective under the Securities Exchange Act by October 31, 2012, the obligation to file the Shelf Registration Statement by the applicable Filing Deadline may be waived and/or extended, in writing, by the holders of 1934at least 75% of the shares of Common Stock held by the Holders, as amended (WLR IV Parallel ESC, L.P. and WLR Recovery Fund IV, L.P. Each Holder of any Securities at the “1934 Act”time or thereafter outstanding shall be bound by any such waiver or extension effected pursuant to this Section 2(a), on whether or before the date hereof not any notice or are so filed hereafter. Any reference herein writing indicating such waiver or extension is delivered to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referenceHolder.

Shelf Registration Statement. The Company has prepared and filed in conformity with (a) As soon as practicable but no later than fifteen (15) Business Days after the requirements of the 1933 Act and the published rules and regulations thereunder date hereof (the “Rules Filing Date”), the Company shall prepare and Regulations”file with (or confidentially submit to) adopted by the SEC Commission a “shelf” shelf registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with under Rule 415 of the 1933 ActSecurities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the 60th Business Day (or 80th Business Day if the Commission notifies the Company that it will “review” the Registration Statement) following the date hereof and (y) the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, thereof and supplements as may have been required be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. (b) Subject to Section 2.3 and Section 2.4, (i) the Holders of a majority-in-interest of the then outstanding number of Registrable Securities held by the Initial Stockholders or the transferees of the Initial Stockholders, (ii) the Holders of a majority-in-interest of the then outstanding number of Registrable Securities held by the Former MetroMile Stockholders or the transferees of the Former MetroMile Stockholders or (iii) Cantor or its designees (the “Demanding Holders”), may make a written demand from time to time to elect to sell all or any part of their Registrable Securities, with a total offering price reasonably expected to exceed, in the aggregate, the Minimum Demand Threshold, pursuant to an Underwritten Offering pursuant to the date Shelf Registration Statement, which written demand shall describe the amount and type of this Agreementsecurities to be included in such Registration and the intended method(s) of distribution thereof. The term Demanding Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement” Statement (“Shelf Registrable Securities”). The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (x) the Registrable Securities of the Demanding Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as used expeditiously as possible (and in this Agreement means any event within fifteen (15) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holders, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Demanding Holders may request, and the Company shall be required to facilitate, an aggregate of three (3) Shelf Underwritings pursuant to this subsection 2.1.1(b) with respect to any or all Registrable Securities, including all exhibitsone (1) Shelf Underwriting on behalf of Cantor; provided, financial schedules however, that a Shelf Underwriting shall not be counted for such purposes unless a Registration Statement has become effective and all documents and information deemed of the Registrable Securities requested by the Demanding Holders to be part registered on behalf of the Demanding Holders in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC effected for such Demanding Holder pursuant to Rule 424(bSection 2.1.2. Notwithstanding the foregoing, if a Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) off of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the a Shelf Registration Statement, any Preliminary Prospectusthen notwithstanding the foregoing time periods, such Demanding Holder only needs to notify the Statutory Prospectus Company of the Underwritten Block Trade two (as defined below2) Business Days prior to the day such offering is to commence and the Prospectus Holders of record of other Registrable Securities shall not be deemed entitled to refer notice of such Underwritten Block Trade and shall not be entitled to participate in such Underwritten Block Trade; provided, however, that the Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and include the documents incorporated by reference thereinunderwriters prior to making such request in order to facilitate preparation of the registration statement, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein prospectus and other offering documentation related to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referenceUnderwritten Block Trade.

Shelf Registration Statement. (a) The Company has prepared and filed in conformity agrees to file with the requirements SEC as soon as practicable after the Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the 1933 Act and the published rules and regulations thereunder Transfer Restricted Securities (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (under the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights Securities Act or units another appropriate form permitting registration of the Company that may be sold from time to time such Transfer Restricted Securities for resale by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained Holders in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used manner or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the final prospectus supplement (Transfer Restricted Securities to be included in the “Prospectus Supplement”), filed Shelf Registration Statement. The Company shall use its reasonable efforts to cause the Shelf Registration Statement to be declared effective pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through Act as promptly as practicable following the date of such Prospectus Supplement. Unless otherwise stated hereinfiling thereof, any reference herein but in no event later than the Effectiveness Target Date, and to keep the Shelf Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed Statement continuously effective under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act for 36 months after the date of on which all the Registration StatementNotes are sold (including those sold pursuant to the over-allotment option granted to the Initial Purchasers in the Placement Agreement) to the Initial Purchasers (subject to extension pursuant to Sections 2(b) and 2(d) hereof) (the "Effectiveness Period"), any or such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed shorter period ending when there cease to be incorporated therein by referenceoutstanding any Transfer Restricted Securities.

Shelf Registration Statement. The Company has prepared Operating Partnership and filed in conformity the Partnership shall file with the requirements Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering (i) all of the 1933 Act Registrable Securities not exchanged in the Exchange Offer, (ii) all of the Private Exchange Notes and (iii) all of the Exchange Notes as to which Section 2(c)(ii)(D) is applicable (the "Shelf Registration Statement"). The Operating Partnership and the published rules Partnership shall use their respective reasonable efforts to file with the Commission the Shelf Registration Statement as soon as practicable and regulations thereunder (in any event on or prior to the “Rules and Regulations”) adopted by 90th day after the SEC a “shelf” registration statement delivery of the Shelf Notice. The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (Nobut not including any underwritten offerings). 333-230854), which became The Operating Partnership and the Partnership shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration Statement. The Operating Partnership and the Partnership shall use their respective reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required prior to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part that is 180 days after delivery of the Shelf Notice and to keep the Shelf Registration Statement by incorporation by reference continuously effective under the Securities Act until the date that is two years from the Closing Date (or otherwise, such shorter restrictive period as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC may be required pursuant to Rule 424(b144(k)) or such shorter period ending when all Registrable Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"); provided, however, that the Effectiveness Period in respect of the Rules and Regulations and deemed Shelf Registration Statement shall be extended to be part thereof at the time of effectiveness pursuant extent required to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed permit dealers to comply with the SEC pursuant to applicable prospectus delivery requirements of Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed 174 under the Securities Exchange Act of 1934, and as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referenceotherwise provided herein.

Shelf Registration Statement. (a) The Company has prepared and filed in conformity agrees to file with the requirements SEC on or prior to the Filing Date a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the 1933 Act Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the published rules and regulations thereunder Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (under the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights Securities Act or units of another appropriate form selected by the Company that may be sold from time to time permitting registration of such Transfer Restricted Securities for resale by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained Holders in the form manner or manners reasonably designated by Holders of final prospectus filed with the SEC pursuant to Rule 424(b) a majority in aggregate principal amount of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the final prospectus supplement (the “Prospectus Supplement”), filed Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use its reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through Act as promptly as is practicable following the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein filing thereof and to the keep each Shelf Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed Statement continuously effective under the Securities Exchange Act for two years after the latest date of 1934, as amended original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the “1934 Act”"Effectiveness Period"), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or shorter period ending when there cease to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referenceTransfer Restricted Securities outstanding.

Shelf Registration Statement. The Company has prepared (a) Subject to the terms and filed in conformity with conditions hereof, and further subject to the requirements availability of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement on Form S-3 S‑3 or any successor form thereto (No. 333-230854)“Form S‑3”) to the Company, which became effective on April 24, 2019, including a base prospectus any of the Demand Shareholders may by written notice delivered to the Company (the “Base ProspectusShelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S‑3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to common stockthe offer and sale, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the information Registrable Amount (if any) contained the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of final prospectus filed with an automatic shelf registration statement (as defined in Rule 405 under the SEC Securities Act) or any successor form thereto. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof an automatic shelf registration statement at the time of effectiveness filing of the automatic shelf registration statement and shall not elect to pay any portion of the registration fee on a deferred basis. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Rules 430A Section 4.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and 430B method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 4.3(d), the Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) three (3) years after the Shelf Registration Statement has been declared effective; and (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the Rules and Regulationsprospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. The term “Preliminary Prospectus” means In the Base Prospectusevent of a Blackout Period under clause (ii) of the definition thereof, together with the Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any preliminary prospectus supplement used or filed with such determination, each Demand Shareholder covenants that it shall, subject to Applicable Law, keep the SEC fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to Rule 424 clause (ii)(y) of the Rules definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and Regulations. The term “Prospectus” means promptly halt any use, publication, dissemination or distribution of the Base ProspectusShelf Registration Statement, any Preliminary Prospectus each prospectus included therein, and any amendments amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (e) After the expiration of any Blackout Period and without any further supplements to such prospectus filed with the SEC, and including, without limitationrequest from a holder of Registrable Securities, the final Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus supplement will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) At any time that a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Prospectus SupplementTake-Down Notice”) stating that it intends to sell all of part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), filed then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within five (5) days after delivery of the limits Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Rule 424(bSection 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) with and Section 4.1(g). (g) Notwithstanding any other provision of this Agreement, if the SEC requesting Demand Shareholder wishes to engage in a block sale (including a block sale off of a Shelf Registration Statement or an effective automatic shelf registration statement, or in connection with the proposed sale registration of the Registrable Securities contemplated by this Agreement through under an automatic shelf registration statement for purposes of effectuating a block sale), then notwithstanding the date of such Prospectus Supplement. Unless otherwise stated hereinforegoing or any other provisions hereunder, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus no Demand Shareholder shall be deemed entitled to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 receive any notice of Form S-3 under the 1933 Act, which were filed under the or have its Registrable Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any included in such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referenceblock sale.

Shelf Registration Statement. The Company has prepared (a) From and filed in conformity with after the requirements expiration of the 1933 Act Initial Open Market Shares Restricted Period, the Additional Open Market Shares Restricted Period, the Warrant 1 Shares Restricted Period, and/or the Warrant 2 Shares Restricted Period, as applicable, subject to the terms and conditions hereof, and further subject to the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC availability of a “shelf” registration statement on Form S-3 or any successor form thereto (No. 333-230854)“Form S-3”) to the Company, which became effective on April 24, 2019, including a base prospectus any of the Demand Shareholders may by written notice delivered to the Company (the “Base ProspectusShelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to common stockthe offer and sale, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the information Registrable Amount (if any) contained the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of final prospectus filed an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 4.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the SEC pursuant plan and method of distribution set forth, or to Rule 424(bbe set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 4.3(d), the Company will use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) three (3) years after the Shelf Registration Statement has been declared effective; (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (iii) the date on which the Investors’ collective Beneficial Ownership of Company Common Stock falls below five percent (5.0%); provided, that the Company’s obligations under this Section 4.3(c) shall cease after completion of the fifth (5th) Shelf Offering by the Investors (taking into account the time periods described in Section 4.1(c) as if such Shelf Offering were a Demand Registration). (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the Rules definition thereof, the Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any such determination, each Demand Shareholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and Regulations promptly halt any use, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and deemed any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to be part thereof the Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of effectiveness pursuant to Rules 430A receipt of such notice. (e) After the expiration of any Blackout Period and 430B without any further request from a holder of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitationRegistrable Securities, the final prospectus supplement (the “Prospectus Supplement”)Company, filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statementextent necessary, any Preliminary Prospectus, the Statutory Prospectus (shall as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, promptly as amended (the “1934 Act”), on reasonably practicable prepare a post-effective amendment or before the date hereof or are so filed hereafter. Any reference herein supplement to the terms “amend,” “amendment” or “supplement” with respect to the Shelf Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include prospectus, or any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) At any time that a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all of part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) and Section 4.1(g).

Shelf Registration Statement. The As set forth in Section 4 hereof, the Company has prepared and filed in conformity agrees to file with the requirements Commission as soon as reasonably practicable following the date of this Agreement (but in no event later than the date that is two hundred ten (210) calendar days after the Initial Closing Time) a shelf Registration Statement on Form S-11 or such other form under the Securities Act then available to the Company providing for the resale of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating Registrable Shares pursuant to common stock, preferred stock, warrants, rights or units of the Company that may be sold Rule 415 from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendmentsHolders, including for the avoidance of doubt, any Additional Shares that are issued prior to the initial effectiveness of such Shelf Registration Statement (such registration statement, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, thereof as may have been required all exhibits thereto and all material incorporated by reference or deemed to the date of this Agreement. The term “Registration Statement” as used be incorporated by reference, if any, in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed the “Shelf Registration Statement”). The Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be part declared effective by the Commission as soon as practicable. Such commercially reasonable efforts shall include, without limitation, responding to any comments issued by the staff of the Commission with respect to any Registration Statement by incorporation by reference or otherwise, and filing any related amendment to such Registration Statement as amended soon as reasonably practicable after receipt of such comments. Any Shelf Registration Statement shall provide for the resale from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC and pursuant to Rule 424(b) any method or combination of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents or sale over the final prospectus supplement (Internet) by the “Prospectus Supplement”), filed pursuant to Holders of any and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referenceall Registrable Shares.

Shelf Registration Statement. (a) The Company has will cause, by May 30, 2002, to be prepared and filed in conformity filed, and will use commercially reasonable to have declared effective with the requirements of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC Commission within 60 days after filing, a “shelf” registration statement Registration Statement on Form S-3 (No. 333-230854), which became effective or such other form of registration statement that the Company shall determine and that is reasonably satisfactory to the Holders) for an offering to be made on April 24, 2019, including a base prospectus continuous basis pursuant to Rule 415 (or any similar rule that may be adopted by the Commission) under the Securities Act covering the Registrable Securities (the “Base Prospectus”) relating "Shelf Registration Statement"); provided, however, that if the Company shall furnish to common stock, preferred stock, warrants, rights or units the Holders a certificate signed by any executive officer of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company to file the Shelf Registration Statement at such time and it is therefore essential to defer the filing of the Shelf Registration Statement, the Company shall have the right to defer such filing for a reasonable period, not to exceed 60 days. The Shelf Registration Statement may be terminated (and the Company shall have no obligation to update the Shelf Registration Statement and may suspend sales thereunder) at such time as all Registrable Securities can be sold from time by their Holders within a three-month period without compliance with the registration requirements of the Securities Act pursuant to time Rule 144 (including Rule 144(k)) promulgated thereunder (the "Termination Date"). The Holder shall furnish to the Company such information regarding themselves, the Registrable Securities held by them, and the intended method of distribution of such securities as shall be required to effect the Shelf Registration Statement. In that connection, each Holder shall be required to represent that all such information which is given is both complete and accurate in all material respects. (b) So long as the Shelf Registration Statement is effective, the Company will furnish to the Purchaser as soon as practicable after available (but in the case of the Company's Annual Report to Stockholders, within 120 days after the end of each fiscal year of the Company), (i) one copy of (A) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with Rule 415 generally accepted auditing standards certified by a national firm of certified public accountants), (B) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K, (C) if not included in substance in its Quarterly Reports to Stockholders, its quarterly reports on Form 10-Q, and (D) a full copy of the 1933 Actparticular Registration Statement covering the Registrable Securities (the foregoing, and such amendmentsin each case, including post-effective amendmentsexcluding exhibits), thereof as may have been required to (ii) upon the date reasonable request of any Holder, all exhibits excluded by the parenthetical in clause (i) of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statementparagraph, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form generally available to the public, and (c) upon the reasonable request of final prospectus filed with the SEC pursuant to Rule 424(b) any Holder, an adequate number of copies of the Rules prospectuses and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to supply to any other party requiring such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referenceprospectuses.

Shelf Registration Statement. The Company has prepared (a) Shelf Registration Statement. Parent shall, on the terms and conditions hereinafter provided, use its commercially reasonable efforts to cause to be filed in conformity with a Shelf Registration Statement, no later than the requirements of date which is 90 days after the 1933 Act and the published rules and regulations thereunder date hereof (the “Rules "Filing Deadline"), and Regulations”) adopted thereafter proceed to use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC a “shelf” registration statement on Form S-3 (NoCommission no later than nine months after the date hereof. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required Subject to the date terms of this Agreement. The term “, Parent agrees to use commercially reasonable efforts to keep the Shelf Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed Statement continuously effective from the date the Commission declares the Shelf Registration Statement effective until the earlier of (i) the first date that the Stockholders or any permitted assignee ceases to be part hold any shares of Registrable Stock; or (ii) three years from the date the Registration Statement has been declared effective by incorporation the Commission, provided, that such three-year period shall be extended by reference or otherwisethe number of days equal to the cumulative sum of the number of days representing all Blockage Periods (including any extension thereof) invoked by Parent under Section 2.5(c). At least twenty-four hours prior to the filing, the Shelf Registration Statement (and each amendment thereto, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with well any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined belowprospectus contained therein) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein provided to the terms “amend,” “amendment” Stockholders' legal counsel (such counsel being one law firm designated by the Stockholder Representative) prior to its filing with or “supplement” with respect other submission to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referenceCommission.

Shelf Registration Statement. (i) The Company has prepared and filed in conformity with the requirements of the 1933 Act and the published rules and regulations thereunder (the “"Rules and Regulations”") adopted by the SEC a “"shelf” " registration statement on Form S-3 F-3ASR (No. 333-230854255470), which became effective on April 2423, 20192021, including a base prospectus (the “"Base Prospectus”") relating to common stockOrdinary Shares, preferred stockshares, warrants, warrants and subscription rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement, including a post-effective amendment to convert such registration statement to the proper EXXXX submission type for a non-automatic registration statement. Such non-automatic registration statement on Form F-3 became effective on May 1, 2023. The term “"Registration Statement” " as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “"Preliminary Prospectus” " means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “"Prospectus” " means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “"Prospectus Supplement”"), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 6 of Form S-3 F-3 under the 1933 Act, which were filed or furnished under the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), on or before the date hereof or are so filed or furnished hereafter. Any reference herein to the terms “"amend,” “" "amendment” " or “"supplement” " with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or furnished or to be filed or furnished under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Shelf Registration Statement. The INITIAL MARKETING EFFORT; SALES OF SHARES UNDER THE SHELF REGISTRATION STATEMENT; SALES PURSUANT TO RULE 144 (a) As soon as reasonably practicable following the date hereof, but in no event later than the earlier to occur of (i) 40 days after the Closing, if the Company has prepared received from the Shareholder the unaudited financial statements for the Business for the nine-month periods ended September 30, 2003 and filed 2004 on or before the date that is 15 Business Days following the Closing (as such terms are defined in conformity with the requirements Purchase Agreement) or (ii) 30 days after the receipt from the Shareholder of audited financial statements for the 1933 Act and Business for the published rules and regulations thereunder three-year period ended December 31, 2004 (the “Rules 2004 Audited Financial Statements”), together with the written consent of KPMG LLP to include in the Shelf Registration Statement (as defined herein) its report pertaining to the financial statements of the Business required to be filed therewith or included therein and Regulations”) adopted by to all references to KPMG LLP in the Shelf Registration Statement, the Company shall file with the SEC under the Securities Act a “shelf” shelf registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus or any successor form thereto) (the “Base ProspectusShelf Registration Statement”) relating registering the Shares for resale to common stockthe public. The Company may include in the Shelf Registration Statement the registration of shares of Common Stock for sale by the Company for its own account (“Primary Shares”). The Company shall use commercially reasonable best efforts to (i) cause the Shelf Registration Statement to be declared effective by the SEC as soon as is reasonably practicable following the filing thereof and (ii) keep the Shelf Registration Statement continuously effective for the period (the “Effectiveness Period”) ending on the earlier of (A) three years following the date the Shelf Registration is declared effective and (B) the date on which the Shareholder no longer owns any Shares; provided, preferred stock, warrants, rights or units however that in the event that (x) the Shareholder owns Shares following the three year anniversary of the date the Shelf Registration is declared effective and (y) the Shareholder is not eligible to sell Shares pursuant to Rule 144(k) of the Securities Act, the Effectiveness Period shall end on the earlier of (1) four years following the date the Shelf Registration is declared effective and (2) the date on which the Shareholder no longer owns any Shares. After the three year anniversary of the date the Shelf Registration Statement is declared effective, the Shareholder shall be permitted to Transfer any Shares pursuant to Rule 144 of the Securities Act, including, if applicable, Rule 144(k). The Shareholder shall use commercially reasonable best efforts to take all actions required to be taken by the Shareholder to enable the Company to file the Shelf Registration Statement within 30 days after the receipt of the 2004 Audited Financial Statements. (b) Within 60 days following the effective date of the Shelf Registration Statement, the Company will use its commercially reasonable best efforts to complete a firm commitment underwritten public offering of shares of Common Stock registered under the Shelf Registration Statement, which offering shall include not less than 75% of the Shares (the “Initial Marketing Effort”); provided, however, that if the completion of the Initial Marketing Effort is delayed as a result of the failure or refusal of KPMG LLP to deliver a commercially reasonable comfort letter to the underwriters, the date by which the Company is obligated to complete the Initial Marketing Effort shall be extended until such comfort letter is delivered by KPMG LLP. The Company may be sold from time to time in its sole discretion include in the Initial Marketing Effort the sale of Primary Shares by the Company; provided, however, that the number of Primary Shares sold in accordance with Rule 415 the Initial Marketing Effort shall be subject to reduction (including, if necessary, reduction to zero) until a minimum of 75% of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required Shares are sold. Subject to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part requirement that the Initial Marketing Effort include 75% of the Registration Statement by incorporation by reference or otherwise, as amended from time Shares prior to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitationPrimary Shares, the final prospectus supplement (Company and the “Prospectus Supplement”), filed pursuant to and within Shareholder shall participate in any over-allotment option exercised by the limits described in Rule 424(bunderwriter(s) with the SEC in connection with the proposed Initial Marketing Effort pro rata based upon the number of Primary Shares and Shares, respectively, sold by each in the Initial Marketing Effort. The Company shall establish the pricing for the sale of shares of Common Stock (including the Shares) in the Initial Marketing Effort in a commercially reasonable manner. The Shareholder shall use commercially reasonable best efforts to take all actions required to be taken by the Shareholder to enable the Company to complete the Initial Marketing Effort within 60 days following the effective date of the Shelf Registration Statement. (c) If at any time the Shareholder holds 25% or less of the Shares, then the Shareholder shall have the right to sell the remaining Shares under the Shelf Registration Statement (pursuant to an appropriate prospectus or supplement or amendment) at any time during the Effectiveness Period through sales (including through block sales) that do not exceed the volume limitations established under Rule 144 of the Securities contemplated Act (it being understood that Rule 144 is not applicable to such sales); provided, however, that all such sales by this Agreement the Shareholder shall be effected through “brokers’ transactions” (as such term is defined in Rule 144) or otherwise by sales to institutional investors that would be eligible to file on Schedule 13G if the date beneficial ownership of shares of Common Stock of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date institutional investors exceeded 5% of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referenceshares of Common Stock outstanding.

Shelf Registration Statement. The Company has prepared (a) From and filed in conformity with after the requirements expiration of the 1933 Act Restricted Period, subject to the terms and conditions hereof, and further subject to the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC availability of a “shelf” registration statement on Form S-3 or any successor form thereto (No. 333-230854)“Form S-3”) to the Company, which became effective on April 24, 2019, including a base prospectus any of the Demand Stockholders may by written notice delivered to the Company (the “Base ProspectusShelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to common stockthe offer and sale, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of an amount of Registrable Securities then held by such Demand Stockholders that equals or is greater than the information Registrable Amount. Notwithstanding the foregoing, to the extent that upon the expiration of the Restricted Period the Company is a well-known seasoned issuer (if any) contained as defined in Rule 405 under the Securities Act), a Shelf Notice shall not be required and the Company shall file, as soon as reasonably practicable following the expiration of the Restricted Period, the Shelf Registration Statement in the form of final prospectus filed an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto registering all Registrable Securities then held by such Demand Stockholders. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 5.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the SEC plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 5.3(d), the Company will use its reasonable best efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) five (5) years after the Shelf Registration Statement has been declared effective; (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (iii) the date on which this agreement terminates pursuant to Rule 424(bSection 7.1. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the Rules and Regulations and deemed definition thereof, the Company shall deliver to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B Demand Stockholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Rules and Regulations. The term “Preliminary Prospectus” means Company certifying that, in the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 good faith judgment of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitationBoard, the final conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company to the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus supplement will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) At any time that a Shelf Registration Statement is effective, if any Demand Stockholder delivers a notice to the Company (a “Prospectus SupplementTake-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), filed then, the Company shall promptly amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to and within the limits described in Rule 424(b) with the SEC Shelf Offering (taking into account, solely in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectusa Marketed Underwritten Shelf Offering, the Statutory Prospectus inclusion of Registrable Securities by any other holders pursuant to this Section 5.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (as defined belowincluding an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) the Company shall forward the Take-Down Notice to all other holders of Registrable Securities included on the Shelf Registration Statement and the Company and such proposing Demand Stockholder(s) shall permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Stockholder(s) and the Prospectus Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Stockholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Stockholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 5.1(g). Except as otherwise expressly specified in this Section 5.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article V as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 5.1(e)(ii) (provided that references therein to six (6) months shall be deemed to refer be references to four (4) months) and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”Section 5.1(g), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Shelf Registration Statement. The Company has prepared (a) From and filed in conformity with after the requirements expiration of the 1933 Act Restricted Period, subject to the terms and conditions hereof, and further subject to the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC availability of a “shelf” registration statement on Form S-3 or any successor form thereto (No. 333-230854)“Form S-3”) to the Company, which became effective on April 24, 2019, including a base prospectus any of the Demand Stockholders may by written notice delivered to the Company (the “Base ProspectusShelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to common stockthe offer and sale, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of an amount of Registrable Securities then held by such Demand Stockholders that equals or is greater than the information Registrable Amount. Notwithstanding the foregoing, to the extent that upon the expiration of the Restricted Period the Company is a well-known seasoned issuer (if any) contained as defined in Rule 405 under the Securities Act), a Shelf Notice shall not be required and the Company shall file, as soon as reasonably practicable following the expiration of the Restricted Period, the Shelf Registration Statement in the form of final prospectus filed an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto registering all Registrable Securities then held by such Demand Stockholders. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 5.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the SEC plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 5.3(d), the Company will use its reasonable best efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) five (5) years after the Shelf Registration Statement has been declared effective; (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (iii) the date on which this agreement terminates pursuant to Rule 424(bSection 7.1. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the Rules and Regulations and deemed definition thereof, the Company shall deliver to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B Demand Stockholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Rules and Regulations. The term “Preliminary Prospectus” means Company certifying that, in the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 good faith judgment of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitationBoard, the final conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company to the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus supplement will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) At any time that a Shelf Registration Statement is effective, if any Demand Stockholder delivers a notice to the Company (a “Prospectus SupplementTake-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), filed then, the Company shall promptly amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to and within the limits described in Rule 424(b) with the SEC Shelf Offering (taking into account, solely in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectusa Marketed Underwritten Shelf Offering, the Statutory Prospectus inclusion of Registrable Securities by any other holders pursuant to this Section 5.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (as defined belowincluding an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) the Company shall forward the Take-Down Notice to all other holders of Registrable Securities included on the Shelf Registration Statement and the Company and such proposing Demand Stockholder(s) shall permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Stockholder(s) and the Prospectus Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Stockholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Stockholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 5.1(g). Except as otherwise expressly specified in this Section 5.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article V as would be applicable to a Demand Registration ( i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 5.1(e)(ii) (provided that references therein to six (6) months shall be deemed to refer be references to four (4) months) and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”Section 5.1(g), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Shelf Registration Statement. The Company has prepared and filed in conformity will use its reasonable best efforts to promptly file with the requirements SEC, no later than 150 days following the date of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC this Agreement, a “shelf” shelf registration statement on Form S-3 (No. 333-230854or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1), which became effective on April 24, 2019, including a base prospectus ) (the “Base Prospectus”Shelf Registration Statement) relating covering the resale of all the Registrable Securities (determined as of two (2) business days prior to common stocksuch submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, preferred stockbut no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, warrantswhichever is earlier) by the SEC that the Shelf Registration Statement will not be reviewed or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, rights the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or units combination of methods legally available to, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company*s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of Stockholders hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may be sold from time to time by the Company, occur as described in accordance with Rule 415 of the 1933 ActSection 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, thereof and supplements as may have been required be necessary to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the keep a Shelf Registration Statement by incorporation by reference or otherwise, effective until such time as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with there are no longer any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Registrable Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference.outstanding

Shelf Registration Statement. The Prior to the earlier of (i) fourteen (14) months after the Effective Date and (ii) fourteen (14) days after the Company has prepared and filed in conformity becomes eligible to file a Registration Statement on Form S-3, the Company will file with the requirements Commission a Registration Statement on Form S3, or such other form as may be appropriate and available, under Rule 415 relating to the resale by the Holders of the 1933 Act and the published rules and regulations thereunder their Registrable Shares (the “Rules and RegulationsShelf Registration Statement”) adopted ). At the option of the Company, the Shelf Registration Statement may also cover the issuance of Registrable Shares in exchange for Units. The Company shall use its reasonable efforts to cause such Registration Statement to be declared effective by the SEC Commission for all of the Registrable Shares covered thereby as soon as practicable. The Company agrees to use its reasonable efforts to keep the Registration Statement (or a “shelf” registration statement on Form S-3 (No. 333-230854successor Registration Statement filed with respect to the Registrable Shares), which became after its date of effectiveness, continuously effective on April 24, 2019, including a base prospectus until the date (the “Base ProspectusTermination Date”) relating to common stockon which there are no longer any Registrable Shares other than Rule 144 Eligible Shares. To satisfy its obligations hereunder, preferred stockthe Company may, warrantsat its option, rights or units in lieu of the Registration Statement described above, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) at the time that may a Registration Statement is to be sold from time filed, (A) file an automatic shelf registration statement which covers such Registrable Shares or (B) in lieu of filing a new Registration Statement, file a Prospectus pursuant to time by Rule 424(b) under the CompanySecurities Act (or any successor provision) or post-effective amendment, as applicable, to include, in accordance with Rule 415 430B under the Securities Act (or any successor provision), the registration of the 1933 Actresale of such Registrable Shares by the Holders in an automatic shelf registration statement previously filed by the Company (in each case, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or such previously filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed will be considered the Shelf Registration Statement). The Holders agree not to offer or sell, without the Company’s consent, any Registrable Shares by means of any “free writing prospectus” (as defined in Rule 405 under the Securities Act) that is required to be incorporated therein filed by referencethe Holders with the Commission pursuant to Rule 433 under the Securities Act (any free writing prospectus consented to by the Company, a “Permitted Free Writing Prospectus”).

Shelf Registration Statement. The Company has prepared and filed complied in conformity all material respects with the requirements any requests of the 1933 Commission for additional or supplemental information. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the published rules and regulations thereunder (the “Rules and Regulations”) adopted effectiveness of Registration Statement has been issued by the SEC a “shelf” registration statement Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. At the time the Registration Statement was initially declared effective by the Commission and at the time each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, incorporated report or form of prospectus), the Company was eligible to register the Placement Shares on Form S-3 (Nopromulgated under the Securities Act. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the The date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed is not more than three years subsequent to be part the initial effective time of the Registration Statement by incorporation by reference or otherwiseStatement. If, as amended from time immediately prior to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) third anniversary of the Rules and Regulations and deemed to be part thereof at the initial effective time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectusof the Placement Shares remain unsold by the Agent, the Statutory Prospectus or ProspectusCompany will prior to that third anniversary file, as if it has not already done so, a new shelf registration statement relating to the case may bePlacement Shares pursuant to Rule 415(a)(6) under the Securities Act, in a form reasonably satisfactory to the Agent, will use its reasonable best efforts to cause such registration statement to be declared effective within 180 days after that third anniversary, and deemed will take all other action necessary or appropriate to permit the public offering and sale of the Placement Shares to continue as contemplated in the expired registration statement relating to the Placement Shares. References herein to the Registration Statement shall include such new shelf registration statement. For the purposes hereof, “Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Placement Shares in the form filed or required to be incorporated therein by referencefiled with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

Shelf Registration Statement. The Company has prepared (a) Subject to the terms and filed in conformity with conditions hereof, and further subject to the requirements availability of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement on Form S-3 or any successor form thereto (No. 333-230854)“Form S-3”) to the Company, which became effective on April 24, 2019, including a base prospectus any of the Demand Shareholders may by written notice delivered to the Company (the “Base ProspectusShelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to common stockthe offer and sale, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the information Registrable Amount (if any) contained the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of final prospectus filed with an automatic shelf registration statement (as defined in Rule 405 under the SEC Securities Act) or any successor form thereto. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof an automatic shelf registration statement at the time of effectiveness filing of the automatic shelf registration statement and shall not elect to pay any portion of the registration fee on a deferred basis. (b) Within five (5) days after receipt of a Shelf Notice pursuant to Rules 430A Section 4.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and 430B method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within five (5) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 4.3(d), the Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) three (3) years after the Shelf Registration Statement has been declared effective; and (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the Rules and Regulationsprospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. The term “Preliminary Prospectus” means In the Base Prospectusevent of a Blackout Period under clause (ii) of the definition thereof, together with the Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any preliminary prospectus supplement used or filed with such determination, each Demand Shareholder covenants that it shall, subject to Applicable Law, keep the SEC fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to Rule 424 clause (ii)(y) of the Rules definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and Regulations. The term “Prospectus” means promptly halt any use, publication, dissemination or distribution of the Base ProspectusShelf Registration Statement, any Preliminary Prospectus each prospectus included therein, and any amendments amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (e) After the expiration of any Blackout Period and without any further supplements to such prospectus filed with the SEC, and including, without limitationrequest from a holder of Registrable Securities, the final Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus supplement will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) At any time that a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Prospectus SupplementTake-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), filed then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within two (2) days after delivery of the limits Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advise(s) the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Rule 424(bSection 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) with and Section 4.1(g). (g) Notwithstanding any other provision of this Agreement, if the SEC requesting Demand Shareholder wishes to engage in a block sale (including a block sale off of a Shelf Registration Statement or an effective automatic shelf registration statement, or in connection with the proposed sale registration of the Registrable Securities contemplated by this Agreement through under an automatic shelf registration statement for purposes of effectuating a block sale), then notwithstanding the date of such Prospectus Supplement. Unless otherwise stated hereinforegoing or any other provisions hereunder, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus no Demand Shareholder shall be deemed entitled to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 receive any notice of Form S-3 under the 1933 Act, which were filed under the or have its Registrable Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any included in such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referenceblock sale.

Shelf Registration Statement. The Company has prepared (a) From and filed in conformity with after the requirements expiration of the 1933 Act Initial Open Market Shares Restricted Period, the Additional Open Market Shares Restricted Period, the Warrant 1 Shares Restricted Period, and/or the Warrant 2 Shares Restricted Period, as applicable, subject to the terms and conditions hereof, and further subject to the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC availability of a “shelf” registration statement on Form S-3 or any successor form thereto (No. 333-230854)“Form S-3”) to the Company, which became effective on April 24, 2019, including a base prospectus any of the Demand Shareholders may by written notice delivered to the Company (the “Base ProspectusShelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to common stockthe offer and sale, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the information Registrable Amount (if any) contained the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of final prospectus filed an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 4.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the SEC pursuant plan and method of distribution set forth, or to Rule 424(bbe set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 4.3(d), the Company will use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) three (3) years after the Shelf Registration Statement has been declared effective; (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (iii) the date on which the Investors’ collective Beneficial Ownership of Company Common Stock falls below five percent (5.0%); provided, that the Company’s obligations under this Section 4.3(c) shall cease after completion of the fifth (5th) Shelf Offering by the Investors (taking into account the time periods described in Section 4.1(c) as if such Shelf Offering were a Demand Registration). (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the Rules definition thereof, the Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any such determination, each Demand Shareholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and Regulations promptly halt any use, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and deemed any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to be part thereof the Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of effectiveness pursuant to Rules 430A receipt of such notice. (e) After the expiration of any Blackout Period and 430B without any further request from a holder of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitationRegistrable Securities, the final prospectus supplement (the “Prospectus Supplement”)Company, filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statementextent necessary, any Preliminary Prospectus, the Statutory Prospectus (shall as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, promptly as amended (the “1934 Act”), on reasonably practicable prepare a post-effective amendment or before the date hereof or are so filed hereafter. Any reference herein supplement to the terms “amend,” “amendment” or “supplement” with respect to the Shelf Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include prospectus, or any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) At any time that a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all of part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) and Section 4.1(g).

Shelf Registration Statement. (a) The Company has prepared and filed in conformity agrees to file with the requirements of SEC as soon as practicable after the 1933 Act and Closing Date, but in no event later than the published rules and regulations thereunder Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all Transfer Restricted Securities (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (under the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights Securities Act or units of another appropriate form selected by the Company that may be sold from time to time permitting registration of such Transfer Restricted Securities for resale by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained Holders in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used manner or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than Transfer Restricted Securities to be included in the final prospectus supplement (Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the “Prospectus Supplement”), filed Shelf Registration Statement to be declared effective pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through Act as promptly as practicable following the date of such Prospectus Supplement. Unless otherwise stated hereinfiling thereof, any reference herein but in no event later than the Effectiveness Target Date, and to keep the Shelf Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed Statement continuously effective under the Securities Exchange Act of 1934, as amended until the earliest of: (the “1934 Act”), on or before 1) the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act that is two years after the date on which all of the Notes are sold (including those sold pursuant to the over-allotment option granted to the Initial Purchasers in the Purchase Agreement) to the Initial Purchasers (the "Effectiveness Period"), (2) the date when the Holders are able to sell all Transfer Restricted Securities immediately without restriction pursuant to the volume limitation provisions of Rule 144, (3) the date when all of the Transfer Restricted Securities are registered under the Shelf Registration Statement, any such Preliminary Prospectus, Statement and disposed of in accordance with the Statutory Prospectus or Prospectus, as Shelf Registration Statement and (4) the case may be, and deemed date when all of the Transfer Restricted Securities have ceased to be incorporated therein by referenceoutstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise).

Shelf Registration Statement. A registration statement of the Company on Form F-3 (File No. 333-268885) (including all amendments thereto, the “Registration Statement”) in respect of the Securities has been filed with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Company has prepared and filed in conformity with meets the requirements for use of Form F-3 under the 1933 Securities Act and the published rules and regulations of the Commission thereunder (the “Rules and Regulations”) adopted ). The Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto, to you for each of the other Underwriters, have been declared effective by the SEC a “shelf” registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (Commission in such form and meet the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units requirements of the Company that Securities Act, and the Rules and Regulations. The proposed offering of the Securities may be sold from time made pursuant to time General Instruction I.B.1 of Form F-3. Other than (i) the Registration Statement, (ii) the Preliminary Prospectus and the Prospectus (each as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Company, Rules and Regulations in accordance with Rule 415 Section 4(a) hereof and (iii) any Issuer Free Writing Prospectus (as defined below), no other document with respect to the offer and sale of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have Securities has heretofore been required to filed with the date of this AgreementCommission. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by incorporation by reference the Commission (any preliminary prospectus included in the Registration Statement or otherwise, as amended from time filed with the Commission pursuant to time, Rule 424 of the Rules and Regulations is hereinafter called a “Preliminary Prospectus”). The Registration Statement including all exhibits thereto and including the information (if any) contained in the form of final prospectus Prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed by virtue of Rule 430B under the Securities Act to be part thereof of the Registration Statement at the time of effectiveness pursuant to Rules 430A and 430B of it became effective is hereinafter collectively called the Rules and Regulations. The term “Preliminary ProspectusRegistration Statement.” means If the Base Prospectus, together with any preliminary prospectus supplement used or Company has filed with the SEC an abbreviated registration statement pursuant to Rule 424 of 462(b) under the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement Securities Act (the “Prospectus Supplement462(b) Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The final prospectus supplement, in the form filed pursuant to and within the time limits described in Rule 424(b) under the Rules and Regulations, together with the SEC in connection with Base Prospectus, including any document incorporated by reference therein, is hereinafter called the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any “Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant . Any reference to Item 12 any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of Form S-3 under such Preliminary Prospectus or the 1933 Act, which were filed Prospectus under the Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”), on and incorporated by reference in such Preliminary Prospectus or before Prospectus, as the date hereof or are so filed hereaftercase may be. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect any amendment to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document annual report of the Company filed pursuant to Section 13(a) or to be filed under 15(d) of the 1934 Exchange Act after the date of this Agreement that is incorporated by reference in the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Shelf Registration Statement. a. The Company has prepared shall, at its expense, prepare and filed in conformity file with the requirements SEC within 60 days following the Closing Date a Shelf Registration Statement with respect to resales of the Transfer Restricted Securities by the Holders from time to time on a delayed or continuous basis pursuant to Rule 415 and in accordance with the methods of distribution set forth in such Shelf Registration Statement, and thereafter shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective under the 1933 Act within 180 days after the Closing Date. The Company shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for the Shelf Registration Statement, or by the 1933 Act, the 1934 Act or the SEC. (i) The Company shall name each Holder that delivers a properly completed and signed Notice and Questionnaire to the Company as a selling Debenture holder in the Shelf Registration Statement. A Holder of Transfer Restricted Securities may include such securities in the Shelf Registration Statement only if the Holder sends by first-class registered mail or by courier with delivery confirmation, a properly completed Notice and Questionnaire to the Company. The Company shall deliver the Notice and Questionnaire to the Initial Purchaser within five (5) Business Days of the Closing Date. In order to be included in the Shelf Registration Statement at the time of its effectiveness, the Notice and Questionnaire must be sent on or prior to the 10th Business Day after the date the Notice and Questionnaire is deemed to have been given in accordance with Section 6(c) hereof (or, in the case of a Holder that is a transferee of Transfer Restricted Securities, on or prior to the earlier of (x) the 20th Business Day after the completion of the transfer of Transfer Restricted Securities to the transferee and (y) 9:00 a.m., New York time, on the fifth Business Day prior to initial effectiveness of the Shelf Registration Statement) (in any case, the “Questionnaire Deadline”). The Company agrees and undertakes that it shall distribute a Notice and Questionnaire (A) no later than 30 Business Days prior to the expected effectiveness of the Shelf Registration Statement to each Holder in accordance with Section 6(c) hereof, and (B) in the case of a Holder that is a transferee of Transfer Restricted Securities, upon the request of such transferee Holder given in accordance with Section 6(c) hereof, to such Holder at the address set forth in such request. (ii) Following the effectiveness of the Shelf Registration Statement, upon receipt of a completed Notice and Questionnaire from a Holder, the Company will, as promptly as practicable, but in any event within ten (10) Business Days after its receipt thereof, file any supplements to the related Prospectus or file any post-effective amendment to the Shelf Registration Statement that is required by applicable law to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement and permit such Holder to deliver the Prospectus to purchasers of Transfer Restricted Securities (a “Post-Effective Amendment”) (subject to the right of the Company to suspend the use of the Prospectus as described in Section 2(d) hereof); provided, however, that (x) if a supplement to the related Prospectus is required to permit the Holder (or other Holders not included in the Shelf Registration Statement upon effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be required to file more than one (1) such supplement during any twenty (20) day period and (y) if a Post-Effective Amendment to the Shelf Registration Statement is required to permit the Holder (or other Holders not included in the Shelf Registration Statement upon effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be required to file more than one (1) Post-Effective Amendment to the Shelf Registration Statement in any sixty (60) day period. The Company shall use its commercially reasonable efforts to cause any such Post-Effective Amendment to become effective under the 1933 Act as promptly as is practicable; provided, that if a Notice and Questionnaire is delivered to the Company during a Suspension Period, the Company shall not be obligated to amend the Shelf Registration Statement or supplement the Prospectus until the termination of such Suspension Period. (iii) Each Holder as to which the Shelf Registration Statement is being effected shall furnish promptly to the Company (x) such other information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or in any application to be filed with or under state securities laws and (y) all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not misleading. c. The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended under the 1933 Act in order to permit the Prospectus forming a part thereof to be usable, subject to Section 2(d) hereof, by all Notice Holders until the earliest to occur of: (i) two years after the Closing Date; (ii) the last date on which, in the opinion of counsel to the Company, the holding period applicable to sales of all Transfer Restricted Securities under Rule 144(k) has expired; (iii) the date as of which all Transfer Restricted Securities have been transferred under Rule 144 under circumstances in which any legend borne by such Debentures or Conversion Stock relating to restrictions on transferability thereof, under the 1933 Act or otherwise, is removed; and (iv) such date as of which all Transfer Restricted Securities have been sold pursuant to the Shelf Registration Statement after such registration statement has been become effective and while such registration statement is effective under the 1933 Act (in any such case, such period being called the “Shelf Registration Period”). The Company will, in order to fulfill its obligations and this Section 2(c): (x) subject to Section 2(b)(ii) and 2(d), use its commercially reasonable efforts to prepare and file with the SEC such amendments and Post-Effective Amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period; (y) subject to Section 2(b)(ii) and 2(d), cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the 1933 Act; and (z) comply in all material respects with the provisions of the 1933 Act with respect to the disposition of all Transfer Restricted Securities covered by the Shelf Registration Statement during the Shelf Registration Period. d. The Company may suspend the availability of any Shelf Registration Statement and the published rules and regulations thereunder use of any Prospectus (the period during which the availability of any Shelf Registration Statement and any Prospectus may be suspended herein referred to as the “Rules and RegulationsSuspension Period”), without incurring any obligation to pay Registration Default Payments pursuant to Section 2(e), for a period not to exceed: (i) adopted 30 consecutive days at any one time; (ii) 45 days in the aggregate in any three-month period; or (iii) 90 days in the aggregate during any 12-month period, in each case, only for valid business reasons, to be determined in good faith by the SEC a “shelf” registration statement on Form S-3 Company in its reasonable judgment (No. 333-230854which shall not include the avoidance of the Company’s obligations hereunder), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement acquisition or divestiture of assets, pending corporate developments, events listed in Section 3(c), public filings with the SEC and similar events; provided, that the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable, and provided, further, that, if a Post-Effective Amendment is required by applicable law to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement, the period of time between the filing and the effectiveness of any Post-Effective Amendment shall be not deemed to be a Suspension Period hereunder. The first day of any Suspension Period must be at least two (2) trading days after the last day of any prior Suspension Period. e. The Company and the Initial Purchaser agree that the Holders of Transfer Restricted Securities will suffer damages, and it would not be feasible to ascertain the extent of such damages with precision, if the Company fails to fulfill its obligations under Section 2 hereof. Accordingly, if: (i) the Shelf Registration Statement has not been declared effective by the SEC within 180 days after the Closing Date; (ii) the Company shall fail to file any supplements to the related Prospectus or file any Post-Effective Amendment to the Shelf Registration Statement in accordance with, and subject to the limitations, set forth in Section 2(b)(ii) hereof; or (iii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded within three (3) Business Days by a replacement Shelf Registration Statement filed and declared effective) or usable (including as a result of a Suspension Period) for the offer and sale of Transfer Restricted Securities for a period of time (including any Suspension Period) which exceeds: (x) 30 consecutive days at any time; (y) 45 days in the aggregate in any three-month period; or (z) 90 days in the aggregate in any 12-month period (each such event referred to in clauses (i) through (iii), a “Prospectus SupplementRegistration Default”), filed pursuant to and within provided, that any suspension of the limits described in Rule 424(b) with Shelf Registration Statement as a result of the time required by the SEC to declare effective a Post-Effective Amendment to the Shelf Registration Statement in connection with the proposed sale Company’s obligation to file such an amendment pursuant to Section 2(b)(ii) hereof shall not be included in the calculation of a Registration Default; the Company shall pay to each Notice Holder (who is also a Record Holder), as liquidated damages and not as a penalty, during any period in which a Registration Default has occurred or is continuing, as partial relief (which remedy shall not, subject to the penultimate sentence of this Section 2(d), be exclusive of any other remedies available at law or in equity), an amount (the “Registration Default Payments”) equal to: (i) one-half of one percent (50 basis points) per annum per $1,000 principal amount of Debentures constituting Transfer Restricted Securities contemplated for the period up to and including the 90th day during which such Registration Default has occurred and is continuing; and (ii) one percent (100 basis points) per annum per $1,000 principal amount of Debentures constituting Transfer Restricted Securities for the period including and subsequent to the 91st day during which such Registration Default has occurred and is continuing, it being understood that all calculations pursuant to this and the preceding sentence shall be carried out to five decimal places. Following the cure of all Registration Defaults, Registration Default Payments will cease to accrue with respect to such Registration Defaults. All accrued Registration Default Payments shall be paid by this Agreement through the Company on each Registration Default Payments Payment Date in cash to the date of such Prospectus Supplementcure and Registration Default Payments will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless otherwise stated herein, any reference herein to The rate of accrual of the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” Default Payments with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Registration Defaults. The parties hereto agree that the Registration Statement any Preliminary ProspectusDefault Payments provided in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders by reason of a Registration Default and that such Registration Default Payments are the only monetary damages available to Holders in the event of a Registration Default. Notwithstanding anything in the Agreement to the contrary, Registration Default Payments shall only be payable to Notice Holders. f. All of the Company’s obligations (including, without limitation, the Statutory Prospectus obligation to pay Registration Default Payments) set forth in the preceding paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, no Registration Default Payments shall accrue as to any Transfer Restricted Security from and after the earlier of: (i) the date such security is no longer a Transfer Restricted Security; and (ii) the expiration of the Shelf Registration Period. g. Immediately upon the occurrence or the Prospectus termination of a Registration Default, the Company shall give the Trustee, so long as the Debentures that are Transfer Restricted Securities remain outstanding, notice of such commencement or termination of the obligation to pay Registration Default Payments with regard to such Debentures, and the amount thereof and of the nature of the default giving rise to such commencement or the event giving rise to such termination, as the case may be (such notice to be contained in an Officer’s Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officer’s Certificate the Trustee and the transfer and paying agent shall be deemed entitled to refer to and include any assume that no such document filed commencement or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectustermination has occurred, as the case may be, and deemed to be incorporated therein by reference.

Shelf Registration Statement. a. The Company has prepared shall, at its expense, prepare and filed in conformity file with the requirements SEC within 60 days following the Closing Date a Shelf Registration Statement with respect to resales of the Transfer Restricted Securities by the Holders from time to time on a delayed or continuous basis pursuant to Rule 415 and in accordance with the methods of distribution set forth in such Shelf Registration Statement and thereafter shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the 1933 Act within 180 days after the Closing Date. The Company shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for the Shelf Registration Statement, or by the 1933 Act, the 1934 Act or the SEC. (i) The Company shall name each Holder that delivers a properly completed and signed Notice and Questionnaire to the Company as a selling Note holder in the Shelf Registration Statement. A Holder of Transfer Restricted Securities may include such securities in the Shelf Registration Statement only if the Holder sends by first-class registered mail or by courier with delivery confirmation, a properly completed Notice and Questionnaire to the Company. The Company shall deliver the Notice and Questionnaire to the Buyers within five (5) Business Days of the Closing Date. In order to be included in the Shelf Registration Statement at the time of its effectiveness, the Notice and Questionnaire must be sent on or prior to the 10th Business Day after the date the Notice and Questionnaire is deemed to have been given in accordance with Section 6(c) hereof (or, in the case of a Holder that is a transferee of Transfer Restricted Securities, on or prior to the earlier of (x) the 20th Business Day after the completion of the transfer of Transfer Restricted Securities to the transferee and (y) 9:00 a.m., New York time, on the fifth Business Day prior to initial effectiveness of the Shelf Registration Statement) (in any case, the "QUESTIONNAIRE DEADLINE"). The Company agrees and undertakes that it shall distribute a Notice and Questionnaire (A) no later than 30 Business Days prior to the expected effectiveness of the Shelf Registration Statement to each Holder in accordance with Section 6(c) hereof, and (B) in the case of a Holder that is a transferee of Transfer Restricted Securities, upon the request of such transferee Holder given in accordance with Section 6(c) hereof, to such Holder at the address set forth in such request. (ii) Following the effectiveness of the Shelf Registration Statement, upon receipt of a completed Notice and Questionnaire from a Holder, the Company will, as promptly as practicable, but in any event within ten (10) Business Days after its receipt thereof, file any supplements to the related Prospectus or file any post-effective amendment to the Shelf Registration Statement that is required by applicable law to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement and permit such Holder to deliver the Prospectus to purchasers of Transfer Restricted Securities (a "POST-EFFECTIVE AMENDMENT") (subject to the right of the Company to suspend the use of the Prospectus as described in Section 2(d) hereof); provided, however, that (i) if a supplement to the related Prospectus is required to permit the Holder (or other Holders not included in the Shelf Registration Statement upon effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be required to file more than one (1) such supplement during any twenty (20) day period and (ii) if a post effective amendment to the Shelf Registration Statement is required to permit the Holder (or other Holders not included in the Shelf Registration Statement upon effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be required to file more than one (1) post-effective amendment to the Shelf Registration Statement in any sixty (60) day period. The Company shall use its reasonable best efforts to cause any such post-effective amendment to become effective under the 1933 Act as promptly as is practicable; provided, that if a Notice and Questionnaire is delivered to the Company during a Suspension Period, the Company shall not be obligated to amend the Shelf Registration Statement or supplement the Prospectus until the termination of such Suspension Period. (iii) Each Holder as to which the Shelf Registration Statement is being effected shall furnish promptly to the Company (x) such other information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or in any application to be filed with or under state securities laws and (y) all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not misleading. c. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended under the 1933 Act in order to permit the Prospectus forming a part thereof to be usable, subject to Section 2(d) hereof, by all Notice Holders until the earliest to occur of: (i) the last date on which in the opinion of counsel to the Company the holding period applicable to sales of all Transfer Restricted Securities under Rule 144(k) has expired; (ii) the date as of which all Transfer Restricted Securities have been transferred under Rule 144 under circumstances in which any legend borne by such Notes or Conversion Shares relating to restrictions on transferability thereof, under the 1933 Act or otherwise, is removed; and (iii) such date as of which all Transfer Restricted Securities have been sold pursuant to the Shelf Registration Statement after such registration statement has been become effective and while such registration statement is effective under the 1933 Act (in any such case, such period being called the "SHELF REGISTRATION PERIOD"). The Company will, in order to fulfill its obligations and this Section 2(c): (x) subject to Section 2(b)(ii) and 2(d), use its reasonable best efforts to prepare and file with the SEC such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period; (y) subject to Section 2(b)(ii) and 2(d), cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the 1933 Act; and (z) comply in all material respects with the provisions of the 1933 Act with respect to the disposition of all Transfer Restricted Securities covered by the Shelf Registration Statement during the Shelf Registration Period. d. The Company may suspend the availability of any Shelf Registration Statement and the published rules and regulations thereunder use of any Prospectus (the “Rules period during which the availability of any Shelf Registration Statement and Regulations”any Prospectus may be suspended herein referred to as the "SUSPENSION PERIOD"), without incurring any obligation to pay Registration Default Payments Damages pursuant to Section 2(e), for a period not to exceed: (i) adopted 30 consecutive days at any one time; (ii) 45 days in the aggregate in any three-month period; or (iii) 90 days in the aggregate during any 12-month period, in each case only for valid business reasons, to be determined in good faith by the SEC a “shelf” registration statement on Form S-3 Company in its reasonable judgment (No. 333-230854which shall not include the avoidance of the Company's obligations hereunder), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”acquisition or divestiture of assets, pending corporate developments, events listed in Section 3(c), filed pursuant to and within the limits described in Rule 424(b) public filings with the SEC and similar events; provided, that the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable, and provided further that, if a Post-Effective Amendment is required by applicable law to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement, the period of time between the filing and the effectiveness of any Post-Effective Amendment shall be not deemed to be a Suspension Period hereunder. The first day of any Suspension Period must be at least two (2) trading days after the last day of any prior Suspension Period. e. The Company and the Buyers agree that the Holders of Transfer Restricted Securities will suffer damages, and it would not be feasible to ascertain the extent of such damages with precision, if the Company fails to fulfill its obligations under Section 2 hereof. Accordingly, if: (i) the Shelf Registration Statement is not filed with the SEC on or within 60 days after the Closing Date; (ii) the Shelf Registration Statement has not been declared effective by the SEC within 180 days after the Closing Date; or (iii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded within 3 Business Days by a replacement Shelf Registration Statement filed and declared effective) or usable (including as a result of a Suspension Period) for the offer and sale of Transfer Restricted Securities for a period of time (including any Suspension Period) which exceeds: (x) 30 consecutive days at any time; (y) 45 days in the aggregate in any three-month period; or (z) 90 days in the aggregate in any 12-month period (each such event referred to in clauses (i) through (iii), a "REGISTRATION DEFAULT"), provided that any suspension of the Shelf Registration Statement as a result of the time required by the SEC to declare effective a post-effective amendment to the Shelf Registration Statement in connection with the proposed sale Company's obligation to file such an amendment pursuant to Section 2(b)(ii) hereof shall not be included in the calculation of a Registration Default; the Company shall pay to each Notice Holder (who is also a Record Holder), as liquidated damages and not as a penalty, during any period in which a Registration Default has occurred or is continuing, as partial relief (which remedy shall not be exclusive of any other remedies available at law or in equity), in an amount (the "REGISTRATION DEFAULT PAYMENTS") equal to: (i) one-half of one percent (50 basis points) per annum per $1,000 principal amount of Notes constituting Transfer Restricted Securities contemplated for the period up to and including the 90th day during which such Registration Default has occurred and is continuing; and (ii) one percent (100 basis points) per annum per $1,000 principal amount of Notes constituting Transfer Restricted Securities for the period including and subsequent to the 91st day during which such Registration Default has occurred and is continuing, it being understood that all calculations pursuant to this and the preceding sentence shall be carried out to five decimal places. Following the cure of all Registration Defaults, Registration Default Payments will cease to accrue with respect to such Registration Defaults. All accrued Registration Default Payments shall be paid by this Agreement through the Company on each Registration Default Payments Payment Date in cash to the date of such Prospectus Supplementcure and Registration Default Payments will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless otherwise stated herein, any reference herein to The rate of accrual of the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” Default Payments with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Registration Defaults. The parties hereto agree that the Registration Statement any Preliminary ProspectusDefault Payments provided in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders by reason of a Registration Default and that such Registration Default Payments are the only monetary damages available to Holders in the event of a Registration Default. Notwithstanding anything in the Agreement to the contrary, Registration Default Payments shall only be payable to Notice Holders. f. All of the Company's obligations (including, without limitation, the Statutory Prospectus obligation to pay Registration Default Payments) set forth in the preceding paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, no Registration Default Payments shall accrue as to any Transfer Restricted Security from and after the earlier of: (i) the date such security is no longer a Transfer Restricted Security; and (ii) the expiration of the Shelf Registration Period. g. Immediately upon the occurrence or the Prospectus termination of a Registration Default, the Company shall give the Trustee, so long as the Notes remain outstanding, notice of such commencement or termination of the obligation to pay Registration Default Payments with regard to the Notes, and the amount thereof and of the nature of the default giving rise to such commencement or the event giving rise to such termination, as the case may be (such notice to be contained in an Officer's Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officer's Certificate the Trustee and the transfer and paying agent shall be deemed entitled to refer to and include any assume that no such document filed commencement or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectustermination has occurred, as the case may be, and deemed to be incorporated therein by reference.

Shelf Registration Statement. The Company has prepared (i) Subject to the applicable securities Laws, from and filed in conformity with after the requirements Closing Date, subject to the terms and conditions hereof, and further subject to the eligibility of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC Company to file a “shelf” registration statement on Form S-3 F-3 or any successor form thereto (No. 333-230854“Form F-3”), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating Holders may by written notice delivered to common stock, preferred stock, warrants, rights or units of the Company that may require the Company to file as soon as reasonably practicable, and to its commercially reasonable efforts to cause to be sold from time to time declared effective by the CompanyCommission, in accordance with if applicable, as soon as reasonably practicable after such filing date, a Form F-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 of under the 1933 ActSecurities Act to permit or facilitate the offer, sale and such amendmentsdistribution, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of an amount of Registrable Securities then held by the information Holders that equals or is greater than the Registrable Amount (if any) contained the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of final prospectus filed an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto. (ii) Subject to paragraph (c)(iii), the Company will use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective (including by filing amendments thereto or replacement registration statements thereof) until the earlier of (i) three (3) years after the Shelf Registration Statement has been declared effective; (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the SEC pursuant plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to Rule 424(bbe Registrable Securities; and (iii) the date on which the Holders no longer hold Registrable Securities that represent at least two percent (2.0%) of all of the issued and outstanding Ordinary Shares. (iii) Notwithstanding anything to the contrary contained in this Agreement, if so advised by the Company in writing (which shall describe the reason for the Blackout Period and, to the extent practicable, an approximation of the anticipated duration of such Blackout Period), the Holders shall be required to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event such Blackout Period is of the type described in clause (ii) of the Rules and Regulations and deemed definition thereof, the Company shall (i) deliver to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B Holders a certificate signed by either the chief executive officer or the chief financial officer of the Rules and Regulations. The term “Preliminary Prospectus” means Company certifying that, in the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 good faith judgment of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitationBoard, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits conditions described in Rule 424(bclause (ii) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through definition of Blackout Period have been met. After the date expiration of such Prospectus Supplement. Unless otherwise stated hereinany Blackout Period and without any request or demand from the Holders, any reference herein the Company to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (extent necessary shall as defined below) promptly as reasonably practicable prepare and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on file a post-effective amendment or before the date hereof or are so filed hereafter. Any reference herein supplement to the terms “amend,” “amendment” or “supplement” with respect to the Shelf Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be prospectus, or any document incorporated or deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference, or any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (iv) At any time that a Shelf Registration Statement is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”) (which Take-Down Notices shall not total more than two (2) in the aggregate during any calendar year) stating that such Holder intends to sell all or part of their Registrable Securities included on the Shelf Registration Statement (a “Shelf Offering”), then, the Company shall amend or supplement the Shelf Registration Statement or the prospectus as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering. In connection with any Shelf Offering that is an Underwritten Offering and where the offering of the securities includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”), if the lead managing underwriter(s) advises the Company and the Holders that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the Holders are advised by such lead managing underwriter(s) can be sold without such adverse effect. Except as otherwise expressly specified in this paragraph (c), any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Schedule 2 as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including paragraph (a)(vi).

Shelf Registration Statement. (a) The Company has prepared and filed in conformity agrees to file with the requirements SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, covering all of the 1933 Act Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the published rules and regulations thereunder Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3 (No. 333-230854)under the Securities Act, which became effective on April 24, 2019, including a base prospectus (Form S-1 under the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of Securities Act should the Company that may be sold from time ineligible to time use Form S-3 or on another appropriate form selected by the Company, in accordance with Rule 415 Company permitting registration of such Transfer Restricted Securities for resale by the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained Holders in the form manner or manners reasonably designated by Holders of final prospectus filed with the SEC pursuant to Rule 424(b) a majority in aggregate principal amount of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and Transfer Restricted Securities being sold (including, without limitation, up to two underwritten offerings). The Company shall not permit any securities other than the final prospectus supplement (Transfer Restricted Securities to be included in the “Prospectus Supplement”), filed Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through Act as soon as reasonably practicable following the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein filing thereof and to keep the Shelf Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed Statement continuously effective under the Securities Exchange Act for two years after the latest date of 1934, as amended original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the “1934 Act”"Effectiveness Period"), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or shorter period ending when there cease to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referenceTransfer Restricted Securities outstanding.

Shelf Registration Statement. a. The Company has prepared and filed shall, at its expense, prepare and, as soon as practicable but in conformity no event later than the Initial Filing Deadline, file with the requirements SEC the Initial Shelf Registration Statement with respect to resales of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted Initial Transfer Restricted Securities by the SEC a “shelf” registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold Holders from time to time on a delayed or continuous basis pursuant to Rule 415 and in accordance with the methods of distribution set forth in such Initial Shelf Registration Statement and thereafter shall use its reasonable best efforts to cause such Initial Shelf Registration Statement to be declared effective under the 1933 Act as soon as possible, but no later than the Initial Effectiveness Deadline. The Initial Shelf Registration Statement prepared pursuant hereto shall register for resale at least a number of Initial Transfer Restricted Securities equal to the Initial Required Registration Amount determined as of date the Initial Shelf Registration Statement is initially filed with the SEC. The Shelf Registration Statement shall contain the "Selling Securityholders" and "Plan of Distribution" sections in substantially the form attached hereto as Exhibit B. The Company shall supplement or amend the Initial Shelf Registration Statement if required by the Companyrules, regulations or instructions applicable to the registration form used by the Company for the Initial Shelf Registration Statement, or by the 1933 Act, the 1934 Act or the SEC. By 9:30 a.m., New York City time, on the date following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 415 of 424 under the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to Act the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed final Prospectus to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of sales pursuant to such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Initial Shelf Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Shelf Registration Statement. The Company has prepared (a) Subject to the terms and filed in conformity with conditions hereof, and further subject to the requirements availability of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement on Form S-3 or any successor form thereto (No. 333-230854)“Form S-3”) to the Company, which became effective on April 24, 2019, including a base prospectus any of the Demand Shareholders may by written notice delivered to the Company (the “Base ProspectusShelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to common stockthe offer and sale, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the information Registrable Amount (if any) contained the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of final prospectus filed with an automatic shelf registration statement (as defined in Rule 405 under the SEC Securities Act) or any successor form thereto. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof an automatic shelf registration statement at the time of effectiveness filing of the automatic shelf registration statement and shall not elect to pay any portion of the registration fee on a deferred basis. (b) Within five (5) days after receipt of a Shelf Notice pursuant to Rules 430A Section 4.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and 430B method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within five (5) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 4.3(d), the Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) three (3) years after the Shelf Registration Statement has been declared effective; and (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the Rules and Regulationsprospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. The term “Preliminary Prospectus” means In the Base Prospectusevent of a Blackout Period under clause (ii) of the definition thereof, together with the Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any preliminary prospectus supplement used or filed with such determination, each Demand Shareholder covenants that it shall, subject to Applicable Law, keep the SEC fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to Rule 424 clause (ii)(y) of the Rules definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and Regulations. The term “Prospectus” means promptly halt any use, publication, dissemination or distribution of the Base ProspectusShelf Registration Statement, any Preliminary Prospectus each prospectus included therein, and any amendments amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (e) After the expiration of any Blackout Period and without any further supplements to such prospectus filed with the SEC, and including, without limitationrequest from a holder of Registrable Securities, the final Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus supplement will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) At any time that a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Prospectus SupplementTake-Down Notice”) stating that it intends to sell all of part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), filed then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within two (2) days after delivery of the limits Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Rule 424(bSection 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) with and Section 4.1(g). (g) Notwithstanding any other provision of this Agreement, if the SEC requesting Demand Shareholder wishes to engage in a block sale (including a block sale off of a Shelf Registration Statement or an effective automatic shelf registration statement, or in connection with the proposed sale registration of the Registrable Securities contemplated by this Agreement through under an automatic shelf registration statement for purposes of effectuating a block sale), then notwithstanding the date of such Prospectus Supplement. Unless otherwise stated hereinforegoing or any other provisions hereunder, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus no Demand Shareholder shall be deemed entitled to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 receive any notice of Form S-3 under the 1933 Act, which were filed under the or have its Registrable Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any included in such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referenceblock sale.

Shelf Registration Statement. The Company has prepared and filed in conformity with (a) As soon as practicable but no later than twenty (20) Business Days after the requirements of the 1933 Act and the published rules and regulations thereunder Merger Closing Date (the “Rules Filing Date”), the Company shall prepare and Regulations”file with (or confidentially submit to) adopted by the SEC Commission a “shelf” shelf registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with under Rule 415 of the 1933 ActSecurities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two (2) Business Days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (i) the ninetieth (90th) calendar day (or one-hundred twentieth (120th) calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the date hereof and (ii) the tenth (10th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, thereof amendments supplements and new registration statements as contemplated by Rule 415(a)(6) as may have been required be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. (b) Subject to Section 2.3 and Section 2.4, the Holders may make a written demand from time to time to elect to sell all or any part of their Registrable Securities (the “Demanding Holders”), subject to the date requirement that either (i) such Holders hold at least fifteen percent (15%) of this Agreementthe then-outstanding number of Registrable Securities or (i) the total offering price is reasonably expected to equal or exceed, in the aggregate, the Minimum Demand Threshold, pursuant to an Underwritten Offering pursuant to the Shelf Registration Statement, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof. The term Demanding Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement” Statement (“Shelf Registrable Securities”). The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (i) the Registrable Securities of the Demanding Holders and (ii) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) calendar days after the receipt of the Shelf Underwriting Notice. The Company shall, as used expeditiously as possible (and in this Agreement means any event within ten (10) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its commercially reasonable efforts to effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holders, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, including any post-effective amendments and otherwise take any action necessary to include therein all exhibitsdisclosure and language deemed necessary or advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, financial schedules each Demanding Holder may request, and the Company shall be required to facilitate, an aggregate of four (4) Shelf Underwritings pursuant to this subsection 2.1.1(b) with respect to any or all Registrable Securities; provided, however, that a Shelf Underwriting shall not be counted for such purposes unless a Registration Statement has become effective and all documents and information deemed of the Registrable Securities requested by such Demanding Holder to be part registered in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC effected for such Demanding Holder pursuant to Rule 424(bSection 2.1.2; and provided, further, that each Major Investor shall be entitled to demand at least one Shelf Underwriting. Notwithstanding the foregoing, if a Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a two (2)-day or less marketing period (collectively, “Underwritten Block Trade”) off of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the a Shelf Registration Statement, any Preliminary Prospectusthen notwithstanding the foregoing time periods, such Demanding Holder only needs to notify the Statutory Prospectus Company of the Underwritten Block Trade two (as defined below2) Business Days prior to the day such offering is to commence and the Prospectus Holders of record of other Registrable Securities shall not be deemed entitled to refer notice of such Underwritten Block Trade and shall not be entitled to participate in such Underwritten Block Trade; provided, however, that the Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and include the documents incorporated by reference thereinunderwriters prior to making such request in order to facilitate preparation of the registration statement, including pursuant prospectus and other offering documentation related to Item 12 the Underwritten Block Trade. A majority-in-interest of Form S-3 under the 1933 Act, Demanding Holders shall have the right to select the Underwriters for such offering (which were filed under the Securities Exchange Act shall consist of 1934, as amended (the “1934 Act”one or more reputable nationally recognized investment banks), on or before the date hereof or are so filed hereafter. Any reference herein subject to the terms “amend,” “amendment” Company’s prior written approval (which shall not be unreasonably withheld, conditioned or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referencedelayed).

Shelf Registration Statement. The As soon as reasonably practicable following the Lockup Date, the Company has prepared shall prepare, file and filed in conformity with the requirements of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted use reasonable best efforts to have declared effective by the SEC a “shelf” shelf registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base ProspectusRegistration Statement”) ), relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold offer and sale by the Investor at any time and from time to time by the Company, on a delayed or continuous basis in accordance with Rule 415 of under the 1933 Act, Securities Act and such amendments, including post-effective amendments, thereof as may have been required to the date of in accordance with this Agreement, of all the Registrable Securities held by the Investor (the “Shelf Registration”). The term “Registration Statement” as used in this Agreement means such registration statementIf, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date filing of the Registration Statement, the Registration Statement is eligible to become effective upon filing pursuant to Rule 462(e) (or any such Preliminary Prospectussuccessor rule) under the Securities Act, the Statutory Prospectus Company shall file the Registration Statement as an automatic shelf registration statement pursuant to such rule. If the Registration Statement is not so eligible to become effective upon filing, the Company shall use its reasonable best efforts to have the Registration Statement declared effective as promptly as practicable, which shall be no later than 60 days after the date of filing or, if the SEC staff reviews or Prospectusprovides comments on the applicable Registration Statement, as 90 days after the date of filing. Promptly (i) upon the filing thereof in the case may beof an automatic shelf or (ii) upon receipt of an order of the SEC declaring the Registration Statement effective, the Company shall deliver to the Investor a copy of such Registration Statement and deemed any amendments thereto together with an opinion of counsel representing the Company for the purposes of such registration, in form and substance reasonably acceptable to be incorporated therein by referencethe Investor, addressed to the Investor, including, confirming that the Registration Statement is effective and that all of the Registrable Securities have been duly registered and, subject to the transfer restrictions contained in ARTICLE IV of this Agreement, are freely transferable and that all of the Registrable Securities have been admitted for listing on NASDAQ.

Shelf Registration Statement. The (a) Subject to the terms and conditions hereof, the Company has prepared shall file as soon as reasonably practicable after the date hereof, but in no event later than 30 days after such date, and filed in conformity with the requirements of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted use commercially reasonable efforts to cause to be declared effective by the SEC Commission as soon as reasonably practicable after such filing date, a “shelf” registration statement on Form S-3 or, if such form is not available to the Company, Form S-1, providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base ProspectusQualified Registration Statement”) relating to common stockthe offer and sale, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of 9,898,508 Registrable Securities (such number of securities, the information (if any) contained in “Initial Registered Amount” and such initial registration statement, the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations“Initial Shelf Registration Statement”). The term “Preliminary Prospectus” means Company shall file (i) up to two subsequent Qualified Registration Statements for each 3,959,403 of Registrable Securities that have vested above the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through Initial Registered Amount promptly following the date of such Prospectus Supplement. Unless otherwise stated hereinvesting (but in no event later than 30 days after the date of such vesting) and (ii) one Qualified Registration Statement for all Registrable Securities that were not included in the Initial Shelf Registration Statement or on a previously filed Qualified Registration Statement promptly following the date that an aggregate of 19,797,016 Registrable Securities have vested (but in no event later than 30 days after the date of such vesting), any reference herein and in each of (i) and (ii) the Company shall use commercially reasonable efforts to cause the applicable registration statement to be declared effective by the Commission as soon as reasonably practicable after such filing date. (b) In addition to the provisions of Section 6.1(a), the Company shall file as soon as reasonably practicable after the date of receiving a Filing Request from a Holder (the “Initiating Holder”), but in no event later than 30 days after such date, and use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Qualified Registration Statement relating to the offer and sale, from time to time, of a number of Registrable Securities set forth in the Filing Request (each such Qualified Registration Statement, any Preliminary Prospectusa “Demand Registration Statement”); provided, however, that the Registrable Securities set forth in the Filing Request consist of Warrant Shares vested as of the date of such Filing Request that have not been included on a previously filed Qualified Registration Statement; provided, further, that the Company shall not be required to file more than [ * * * ] Demand Registration Statements under this Section 6.1(b). If the Initiating Holder intends to distribute the Registrable Securities covered by its Filing Request by means of an underwriting, the Statutory Prospectus Initiating Holder shall so advise the Company in its Filing Request. (c) Subject to Section 6.1(d), the Company shall use its commercially reasonable efforts to keep any Shelf Registration Statement continuously effective until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in such Shelf Registration Statement. In furtherance thereof, the Company shall indemnify Amazon for the amount equal to (i) the sum of (A) the number of vested Warrant Shares exercisable as of the last trading day immediately prior to the date on which the Shelf Registration Statement ceases to be effective (as used in this Section 6.1(c), the “Last Compliant Day”) plus (B) the number of Warrant Shares previously exercised and issued to Amazon and held by Amazon as of the Last Compliant Day, multiplied by (i) the difference of (A) the per Warrant Share closing price on the Last Compliant Day minus (B) the per Warrant Share opening price on the Sale Date (as defined below); provided that (1) this indemnity shall only apply to such shares that are sold within 10 trading days of the Threshold Date (as defined below) (each such date of sale, for purposes of this Section 6.1(c), a “Sale Date”), and (2) indemnification shall be available only if the Shelf Registration Statement does not again become available within 15 days of ceasing to be effective and the Prospectus unavailability of the Shelf Registration Statement is not due to a change of accounting policy by the Commission that is broadly applicable to those companies that are the result of a merger that resulted in a ‘de-SPAC’ing’ transaction. For purposes of this Section 6.1(c), the “Threshold Date” shall be the first day of trading after the Shelf Registration Statement becomes effective again. In calculating the indemnification amount under the preceding paragraph, the number of shares to be compensated for shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein increased proportional to the terms “amend,” “amendment” or “supplement” with respect to decrease in the Registration Statement any Preliminary Prospectusvolume weighted average price (VWAP) used in calculating a Cashless Exercise issuance, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after if any, between the date of the Last Compliant Day and the date of each (if any) exercises prior to 10 trading days after the Threshold Date, in order to account for any resulting decrease of issued shares upon a Cashless Exercise. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Holders that any Shelf Registration Statement or the prospectus therein contains a Misstatement, to require such Holders to suspend the use of the prospectus for sales of Registrable Securities under such Shelf Registration Statement until he, she or it has received copies of a supplemented or amended prospectus correcting the Misstatement (it being understood that the Company hereby covenants to, as soon as practicable after the time of such notice, but in no event later than ten (10) days following such notice, and without any further request from a Holder of Registrable Securities, prepare a post-effective amendment or supplement to any Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include a Misstatement). If the filing, initial effectiveness or continued use of any Shelf Registration Statement in respect of any applicable registration at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, including a certificate signed by either the Chief Executive Officer or the principal financial officer of the Company certifying the existence of Adverse Disclosure in good faith, delay the filing or initial effectiveness of, or suspend use of, such Shelf Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 6.1(d). Upon notice by the Company pursuant to the first two sentences of this Section 6.1(d), each of the Holders covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and promptly halt any offer, sale, trading, or other Transfer by it or any of its Affiliates of any Registrable Securities and promptly halt any use, publication, dissemination, or distribution of such Shelf Registration Statement, each prospectus included therein, and any such Preliminary Prospectus, the Statutory Prospectus amendment or Prospectussupplement thereto by it and any of its Affiliates until, as the case may be, and deemed the applicable prospectus is supplemented or amended to correct the Misstatement or the thirty day period has elapsed, and, if so directed in writing by the Company, will deliver to the Company any copies then in such Holder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (e) At any time that a Shelf Registration Statement is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included on the Shelf Registration Statement (a “Shelf Offering”), then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be incorporated therein by referencedistributed pursuant to the Shelf Offering. Notwithstanding any other provision of this Agreement, no other holders of securities of the Company shall be entitled to receive any notice of or have its securities included in any such Shelf Offering, including any block sale off of such Shelf Registration Statement. (f) Any time that a Shelf Offering involves a marketed underwritten Shelf Offering, the Company shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of such Registrable Securities; provided, that such investment banker(s) and manager(s) shall be reasonably acceptable to the applicable Holder (such acceptance not to be unreasonably withheld, conditioned, or delayed).

Shelf Registration Statement. The (a) If the Company has prepared and filed is a well-known seasoned issuer (as defined in conformity with Rule 405 under the requirements Securities Act) as of the 1933 Act and date of this Agreement or otherwise eligible to offer securities under or file with automatic effectiveness, the published rules and regulations thereunder (the “Rules and Regulations”) adopted Company shall file by the SEC twelve (12)-month anniversary of the date of this Agreement, a “shelf” registration statement on Form S-3 or any successor form thereto (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base ProspectusForm S-3”) relating providing for an offering to common stock, preferred stock, warrants, rights be made on a continuous basis pursuant to Rule 415 under the Securities Act (a “Shelf Registration Statement”) in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or units of any successor form thereto registering all Registrable Securities then held by the Holders. If the Company that may is not expected to be sold from time to time by a well-known seasoned issuer (as defined in Rule 405 under the Company, in accordance with Rule 415 of the 1933 Securities Act, and such amendments, including post-effective amendments, thereof as may have been required to ) immediately following the date of this Agreement. The term , then, subject to the availability of a registration statement on Form S-3 to the Company, any of the Demand Stockholders may by written notice delivered to the Company (the “Registration Statement” Shelf Notice”) require the Company to file as used in this Agreement means such registration statementsoon as reasonably practicable, including all exhibits, financial schedules and all documents and information deemed to use reasonable best efforts to cause to be part of declared effective by the Commission as soon as reasonably practicable after such filing date, a Shelf Registration Statement by incorporation by reference or otherwiserelating to the offer and sale, as amended from time to time, including of an amount of Registrable Securities then held by such Demand Stockholders that equals or is greater than the information Registrable Amount. (if anyb) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 1.3(a), the Company will deliver written notice thereof to all other Holders of Registrable Securities. Each other Holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with this Agreement and the plan and method of distribution set forth in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such Holder of Registrable Securities. (c) Subject to Section 1.3(d), the Company will use its reasonable best efforts to keep a Shelf Registration Statement continuously effective until the earlier of (i) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (ii) the date on which this Agreement terminates pursuant to Section 4.1. (d) Notwithstanding anything to the contrary contained in this Agreement, the form of final prospectus filed with Company shall be entitled, from time to time, by providing written notice to the SEC pursuant Holders whose Registrable Securities are registered under the Shelf Registration Statement, to Rule 424(b) require such Holders to suspend the use of the Rules and Regulations and deemed prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period, the Company shall deliver to be part thereof at such Holders a certificate signed by either the time of effectiveness pursuant to Rules 430A and 430B chief executive officer or the chief financial officer of the Rules and Regulations. The term “Preliminary Prospectus” means Company certifying that, in the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 good faith judgment of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitationCompany, the final conditions described in the definition of Blackout Period are met. After the expiration of any Blackout Period and without any further request from a Holder of Registrable Securities, the Company to the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus supplement will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) At any time that a Shelf Registration Statement is effective, if one or more Demand Stockholders deliver a notice to the Company (a “Prospectus SupplementTake-Down Notice”) stating that such Demand Stockholder(s) intend to sell a Registrable Amount of Registrable Securities on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), filed the Company shall promptly, and in a manner reasonably agreed with such Demand Stockholder(s) amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to and within the limits described in Rule 424(b) with the SEC Shelf Offering (taking into account, solely in connection with (x) a Non-Marketed Underwritten Shelf Offering that will be completed prior to the proposed sale one (1) year anniversary of the Securities contemplated by this Agreement through the date of such Prospectus Supplementthis Agreement or (y) a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other Holders pursuant to this Section 1.3). Unless otherwise stated herein, The Demand Stockholders shall have the right to request only a total of four (4) Shelf Offerings pursuant to this Section 1.3(e) and (i) any reference herein Marketed Underwritten Shelf Offering shall be subject to the provisions of Section 1.1(e)(ii) as if such Underwritten Shelf Offering were a Demand Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus provided that references therein to six months shall be deemed to refer to four months) and include (ii) the documents incorporated Demand Stockholders cannot effect any Non-Marketed Underwritten Shelf Offering within thirty (30) days of any other Shelf Offering. In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by reference therein, including pursuant to Item 12 the Company and the underwriters (a “Marketed Underwritten Shelf Offering”) unless the Take-Down Notice is executed by or on behalf of Form S-3 under all the 1933 Act, which were filed under Demand Stockholders (even if all the Securities Exchange Act of 1934, as amended (the “1934 Act”Demand Stockholders are not participating in such Marketed Underwritten Shelf Offering), the Company shall forward the Take-Down Notice to all Demand Stockholders whose Registrable Securities are included on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Shelf Registration Statement any Preliminary Prospectus, and the Statutory Prospectus or Company and such proposing Demand Stockholder(s) shall permit each such Demand Stockholders to include its Registrable Securities included on the Prospectus shall be deemed to refer to Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such Demand Stockholder notifies the proposing Demand Stockholder(s) and include any such document filed or to be filed under the 1934 Act Company within five (5) days after the date delivery of the Take-Down Notice to such Demand Stockholders. In connection with any Shelf Offering that is an Underwritten Offering but is not a Marketed Underwritten Shelf Offering (a “Non-Marketed Underwritten Shelf Offering”) and which will be completed no later than the one (1) year anniversary of the Initial Closing, unless the Take-Down Notice is executed on behalf of all of the Demand Stockholders (even if all the Demand Stockholders are not participating in such Non-Marketed Underwritten Shelf Offering) the Company shall forward the Take-Down Notice to all other Demand Stockholders whose Registrable Securities are included on the Shelf Registration StatementStatement and the Company and such Demand Stockholder(s) shall permit each such Demand Stockholder to include its Registrable Securities included on the Shelf Registration Statement in the Non-Marketed Underwritten Shelf Offering if such Demand Stockholder notifies the proposing Demand Stockholder(s) and the Company within whatever time period the proposing Demand Stockholders determine is required given the anticipated timing of such Non-Marketed Underwritten Shelf Offering as set forth in the relevant Take-Down Notice. (f) For the avoidance of doubt, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, Shelf Offering will be subject to Sections 1.1(g) and deemed to be incorporated therein by reference(h).

Shelf Registration Statement. (a) The Company has prepared and filed in conformity with the requirements of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating agrees to common stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed file with the SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 424(b) 415 covering all of the Rules and Regulations and deemed Transfer Restricted Securities or separate Registration Statements for an offering to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC made on a continuous basis pursuant to Rule 424 415 covering all of the Rules Common Stock and Regulations. The term “Prospectus” means the Base ProspectusNotes constituting Transfer Restricted Securities, any Preliminary Prospectus and any amendments respectively (such Registration Statement or further supplements to such prospectus filed with the SECStatements, and including, without limitationcollectively, the final prospectus supplement (the “Prospectus Supplement”"SHELF REGISTRATION STATEMENT"), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Each Shelf Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus Statement shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of on Form S-3 under the 1933 Act, which were filed Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in interest of Transfer Restricted Securities being sold. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use its reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof and to use all reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Exchange Act of 1934Act, as amended (the “1934 Act”)subject to Section 2(d) hereof, on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act for two years after the date on which all of the Registration StatementTransfer Restricted Securities are sold to the Initial Purchasers (including those sold pursuant to the option granted to the Initial Purchasers in the Purchase Agreement) (the "EFFECTIVENESS PERIOD"), any or such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed shorter period ending when there cease to be incorporated therein by referenceany Transfer Restricted Securities outstanding.

Shelf Registration Statement. The Company has prepared and filed in conformity Issuers shall file with the requirements Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the 1933 Act Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable, which may be an amendment to the published rules and regulations thereunder Exchange Offer Registration Statement (the “Rules Initial Shelf Registration Statement”). The Issuers shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and Regulations”) adopted by in any event on or prior to 45 days after the SEC Company determines or is notified that a “shelf” registration statement Shelf Filing Event has occurred. The Initial Shelf Registration Statement shall be on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units another appropriate form permitting registration of the Company that may be sold from time to time such Registrable Notes for resale by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained Holders in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used manner or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the final prospectus supplement (Registrable Notes to be included in the “Prospectus Supplement”), filed pursuant to and within the limits described Initial Shelf Registration Statement or in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Subsequent Shelf Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Statement (as defined below) and ). Notwithstanding the Prospectus shall be deemed foregoing, in the event a Shelf Filing Event occurs as a result of the event set forth in Section 2(c)(ii), the Issuers’ obligation to refer to and include the documents incorporated by reference therein, including file an Initial Shelf Registration pursuant to Item 12 this Section 3 shall cease ab initio if the Exchange Offer is com- pleted within 255 days of Form S-3 under the 1933 ActIssue Date, which were filed or, if such date is not a Business Day, the next day that is a Business Day. The Issuers shall use their respective reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective under the Securities Exchange Act on or prior to the 90th day after the Company determines or is notified that such a Shelf Filing Event has occurred and (y) to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of 1934an Initial Purchaser), as amended subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “1934 ActEffectiveness Period”), on or before such shorter period ending when (i) all Registrable Notes covered by the date hereof Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or are so filed hereafter. Any reference herein cease to be outstanding or (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the terms “amend,” “amendment” or “supplement” extent required to permit dealers to comply with respect the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a result of the filing of a post-effective amendment to the Initial Shelf Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to where such post-effective amendment is not yet effective and include any such document filed or needs to be filed under declared effective to permit holders to use the 1934 Act after the date of the Registration Statement, any such Preliminary related Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Shelf Registration Statement. (a) The Company has prepared and filed in conformity agrees to file with the requirements ---------------------------- SEC as soon as practicable after the Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the 1933 Act and the published rules and regulations thereunder Transfer Restricted Securities (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (under the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights Securities Act or units of another appropriate form selected by the Company that may be sold from time to time permitting registration of such Transfer Restricted Securities for resale by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained Holders in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used manner or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the final prospectus supplement (Transfer Restricted Securities to be included in the “Prospectus Supplement”), filed Shelf Registration Statement. The Company shall use all reasonable efforts to cause the Shelf Registration Statement to be declared effective pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through Act as promptly as practicable following the date of such Prospectus Supplement. Unless otherwise stated hereinfiling thereof, any reference herein but in no event later than the Effectiveness Target Date, and to keep the Shelf Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed Statement continuously effective under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before until the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act that is 24 months after the date on which all of the Registration StatementDebentures are sold (including those sold pursuant to the over-allotment option granted to the Initial Purchasers in the Purchase Agreement) to the Initial Purchasers (the "Effectiveness Period"), any or such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed shorter period ending when there cease to be incorporated therein by referenceoutstanding any Transfer Restricted Securities.

Shelf Registration Statement. (a) The Company has prepared and filed in conformity agrees to file with the requirements SEC as soon as practicable after the Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the 1933 Act and the published rules and regulations thereunder Transfer Restricted Securities (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (under the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights Securities Act or units of another appropriate form selected by the Company that may be sold from time to time permitting registration of such Transfer Restricted Securities for resale by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained Holders in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used manner or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the final prospectus supplement (Transfer Restricted Securities to be included in the “Prospectus Supplement”), filed Shelf Registration Statement. The Company shall use all reasonable efforts to cause the Shelf Registration Statement to be declared effective pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through Act as promptly as practicable following the date of such Prospectus Supplement. Unless otherwise stated hereinfiling thereof, any reference herein but in no event later than the Effectiveness Target Date, and to keep the Shelf Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed Statement continuously effective under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before until the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act that is 36 months after the date on which all of the Registration StatementDebentures are sold (including those sold pursuant to the over-allotment option granted to the Initial Purchaser in the Purchase Agreement) to the Initial Purchaser (the "Effectiveness Period"), any or such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed shorter period ending when there cease to be incorporated therein by referenceoutstanding any Transfer Restricted Securities.

Shelf Registration Statement. The Company has prepared (a) Subject to the terms and filed in conformity with conditions hereof, and further subject to the requirements availability of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, the Company shall file as soon as reasonably practicable after January 13, 2022, but in accordance with no event later than 60 days after such date, and use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 of under the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required Securities Act relating to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statementoffer and sale, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of all of the information Registrable Securities (if any) contained the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of final prospectus filed with an automatic shelf registration statement (as defined in Rule 405 under the SEC Securities Act) or any successor form thereto. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof an automatic shelf registration statement at the time of effectiveness pursuant to Rules 430A and 430B filing of the Rules automatic shelf registration statement and Regulations. The term “Preliminary Prospectus” means shall not elect to pay any portion of the Base Prospectusregistration fee on a deferred basis. (b) Subject to Section 6.2(c), together with any preliminary prospectus supplement used or filed the Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the SEC pursuant plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement. (c) Notwithstanding anything to Rule 424 the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Applicable Shareholders, to require such Applicable Shareholders to suspend the use of the Rules and Regulationsprospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. The term “Prospectus” means In the Base Prospectusevent of a Blackout Period, the Company shall deliver to the Applicable Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon such notice by the Company, each of the Applicable Shareholder covenants that it shall, subject to Applicable Law, keep the fact of any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SECnotice strictly confidential, and includingpromptly halt any offer, without limitationsale, trading, or other Transfer by it or any of its Affiliates of any Registrable Securities for the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale duration of the Securities contemplated Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by this Agreement through the date Company) and promptly halt any use, publication, dissemination, or distribution of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Shelf Registration Statement, each prospectus included therein, and any Preliminary Prospectusamendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Applicable Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (d) After the expiration of any Blackout Period and without any further request from an Applicable Shareholder, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference thereinCompany, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or “supplement” with respect supplement to the Shelf Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include prospectus, or any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) At any time that a Shelf Registration Statement is effective, if any Applicable Shareholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included on the Shelf Registration Statement (a “Shelf Offering”), then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering. Notwithstanding any other provision of this Agreement, no other holders of securities of the Company shall be entitled to receive any notice of or have its securities included in any such Shelf Offering, including any block sale off of the Shelf Registration Statement.

Shelf Registration Statement. The Company has prepared (a) From and filed in conformity with after the requirements expiration of the 1933 Act Restricted Period, subject to the terms and conditions hereof, and further subject to the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC Company’s eligibility to use a “shelf” registration statement on Form S-3 or any successor form thereto (No. 333-230854“Form S-3”), which became effective on April 24, 2019, including a base prospectus any of the Demand Shareholders may by written notice delivered to the Company (the “Base ProspectusShelf Notice”) relating to common stock, preferred stock, warrants, rights or units of require the Company as soon as reasonably practicable to effect a registration of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the Registrable Amount under a registration statement pursuant to Rule 415 (the “Shelf Registration Statement”) under the Securities Act (or any successor rule) (a “Shelf Registration”) . (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 5.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may be sold from time elect to time by participate with respect to its Registrable Securities in the Company, Shelf Registration in accordance with Rule 415 the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the 1933 ActCompany a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 5.3(d), and such amendments, including post-the Company will use its reasonable best efforts to keep the Shelf Registration Statement continuously effective amendments, thereof as may have until the earlier of (i) five (5) years after the Shelf Registration Statement has been required to declared effective (or the date of filing of the Shelf Registration Statement if the Company is eligible to use Form S-3ASR); (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (iii) the date on which this agreement terminates pursuant to Section 6.1. (d) Notwithstanding anything to the contrary contained in this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibitsthe Company shall be entitled, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including by providing written notice to the information (if any) contained holders of Registrable Securities who elected to participate in the form Shelf Registration, to require such holders of final Registrable Securities to suspend the use of the prospectus filed with for sales of Registrable Securities under the SEC pursuant to Rule 424(bShelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the Rules and Regulations and deemed definition thereof, the Company shall deliver to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Rules and Regulations. The term “Preliminary Prospectus” means Company certifying that the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 conditions described in clause (ii) of the Rules definition of Blackout Period are met. After the expiration of any Blackout Period and Regulations. The term “Prospectus” means the Base Prospectus, without any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitationrequest from a holder of Registrable Securities, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein Company to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (extent necessary shall as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, promptly as amended (the “1934 Act”), on reasonably practicable prepare a post-effective amendment or before the date hereof or are so filed hereafter. Any reference herein supplement to the terms “amend,” “amendment” or “supplement” with respect to the Shelf Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include prospectus, or any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) At any time that a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), then, the Company shall promptly amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 5.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) involving substantial marketing efforts by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) the Company shall forward the Take-Down Notice to all other holders of Registrable Securities included on the Shelf Registration Statement and the Company and such proposing Demand Shareholder(s) shall permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 5.1(g). Except as otherwise expressly specified in this Section 5.3, any Marketed Underwritten Shelf Offering (but no other Shelf Offering) shall be subject to the same requirements, limitations and other provisions of this Article V as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 5.1(e)(ii) (provided that the references therein to six (6) months shall be deemed references to four (4) months) and Section 5.1(g).

Shelf Registration Statement. The 1.1 As soon as practicable following the Effective Date, but in no event more than 30 days thereafter, the Company has prepared and filed in conformity shall use reasonable best efforts to file with the requirements of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC Commission a “shelf” registration statement Shelf Registration Statement on Form S-3 S-1 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of the Company that as may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any“Initial S-1 Shelf”) contained and shall include in the form Initial S-1 Shelf the Registrable Securities of final prospectus filed with each Holder who shall have timely requested inclusion therein of some or all of its Registrable Securities by written notice to the SEC pursuant Company. The Company shall use its reasonable best efforts to Rule 424(b) have the Initial S-1 Shelf declared effective by the Commission as soon as reasonably practicable after the Company files the Initial S-1 Shelf but no later than the fifth Business Day following the date on which the Commission informs the Company that it does not intend to review the Initial S-1 Shelf or the fifth Business Day following the resolution or clearance of all Commission comments to the Initial S-1 Shelf, as applicable. 1.2 The Company shall use reasonable best efforts to keep the Initial S-1 Shelf continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Rules and Regulations and deemed to be part thereof at Commission, until the time earlier of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(ba) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to on which the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Replacement S-3 Shelf (as defined below) is effective and (b) the Prospectus date on which all Registrable Securities covered by the Initial S-1 Shelf shall cease to be deemed Registrable Securities (such earlier date, the “Initial S-1 Shelf Expiration Date”). 1.3 Until the Initial S-1 Shelf Expiration Date, the Company shall file any supplements or post-effective amendments required to refer be filed by applicable law so that (a) the Initial S-1 Shelf does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading and include (b) the documents incorporated Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company's rights under Section 5. 1.4 Upon the Company becoming eligible to register the Registrable Securities for resale by reference thereinthe Holders on Form S-3, including pursuant the Company shall use reasonable best efforts to Item 12 of amend the Initial S-1 Shelf to a Shelf Registration Statement on Form S-3 under or file a Shelf Registration Statement on Form S-3 in substitution of the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended Initial S-1 Shelf (the “1934 ActReplacement S-3 Shelf”) and cause the Replacement S-3 Shelf to be declared effective as soon as reasonably practicable thereafter. After the Replacement S-3 Shelf becomes effective, the Company shall use its reasonable best efforts to keep the Replacement S-3 Shelf continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the date that all Registrable Securities covered by the Replacement S-3 Shelf shall cease to be Registrable Securities (such date, the “Replacement S-3 Shelf Expiration Date”). 1.5 If prior to the Replacement S-3 Shelf Expiration Date there is not an effective Shelf Registration Statement on Form S-3, the Company shall promptly file a Shelf Registration Statement on Form S-1 (the “Subsequent S-1 Shelf”) and use its reasonable best efforts to have the Subsequent S-1 Shelf declared effective by the Commission as soon as reasonably practicable. In addition, the Company shall use reasonable best efforts to keep the Subsequent S-1 Shelf continuously effective, and not subject to any stop order, injunction or before other similar order or requirement of the Commission, until the earlier of (a) the date hereof on which the Subsequent S-3 Shelf (as defined below) is effective and (b) the date that all Registrable Securities covered by the Subsequent S-1 Shelf shall cease to be Registrable Securities (such earlier date, the “Subsequent S-1 Shelf Expiration Date”). Further, until the Subsequent S-1 Shelf Expiration Date, the Company will file any supplements or are post-effective amendments required to be filed by applicable law so filed hereafter. Any reference herein that (i) the Subsequent S-1 Shelf does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading and (ii) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the terms Company’s rights under Section 5. Upon the Company becoming eligible to register the Registrable Securities for resale by the Holders on Form S-3, the Company shall use reasonable best efforts to amend the Subsequent S-1 Shelf to a Shelf Registration Statement on Form S-3 or file a Shelf Registration Statement on Form S-3 in substitution of the Subsequent S-1 Shelf (the “amend,” “amendment” Subsequent S-3 Shelf”) and cause the Subsequent S-3 Shelf to be declared effective as soon as reasonably practicable thereafter. After the Subsequent S-3 Shelf becomes effective, the Company shall use its reasonable best efforts to keep the Subsequent S-3 Shelf continuously effective, and not subject to any stop order, injunction or “supplement” other similar order or requirement of the Commission, until the date that all Registrable Securities covered by the Subsequent S-3 Shelf shall cease to be Registrable Securities. 1.6 Upon the request of any Holder whose Registrable Securities are not included in an effective Shelf Registration Statement at the time of such request, the Company shall use its reasonable best efforts to amend the Initial S-1 Shelf, the Replacement S-3 Shelf, the Subsequent S-1 Shelf or the Subsequent S-3 Shelf, as applicable, to include the Registrable Securities of such Holder; provided that the Company shall not be required to so amend such registration statement more than once every 90 days; and provided further that such Holder timely delivers all such information regarding the distribution of such Registrable Securities and such other information relating to such Holder and its Registrable Securities as the Company may reasonably request. Within five Business Days after receiving a request pursuant to the immediately preceding sentence, the Company shall give written notice of such request to all other Holders and shall include in such amendment all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten Business Days after the Company’s giving of such notice; provided that each requesting Holder timely delivers all such information regarding the distribution of such Registrable Securities and such other information relating to such Holder and its Registrable Securities as the Company may reasonably request; and provided further that the Company receives such information within the deadline presented by the Company, which deadline shall not be more than five Business Days prior to the anticipated filing of such amendment, but in no event earlier than three Business Days after the notice of the request for such information is given. 1.7 Notwithstanding any other provision of this Agreement, if any Commission Guidance sets forth a limitation of the number of Registrable Securities to be registered on a particular Shelf Registration Statement any Preliminary Prospectus(notwithstanding the Company’s commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), which limitation exceeds the Statutory Prospectus or number of Registrable Securities not then registered, then, except to the Prospectus shall be deemed extent that a Holder waives its right to refer to and include any have its Registrable Securities registered on such document filed or to be filed under the 1934 Act after the date of the Shelf Registration Statement, any the amount of Registrable Securities to be registered on such Preliminary ProspectusShelf Registration Statement will be correspondingly reduced pro rata among the Holders based on the total number of unregistered Registrable Securities held by such Holders (such reduced Registrable Securities, the Statutory Prospectus “Removed Shares”). In the event of a share removal of the Holders pursuant to this Section 1.7, the Company shall use its commercially reasonable efforts to promptly register the resale of any Removed Shares pursuant to this Section 1, whether by way of amending the applicable Shelf Registration Statement or Prospectus, as the case may be, and deemed to be incorporated therein by referencefiling a new Shelf Registration Statement.

Shelf Registration Statement. The Company has prepared (a) Parent shall, on the terms and conditions hereinafter provided, use its best efforts to cause to be filed in conformity with a Shelf Registration Statement no later than the requirements of date which is 90 days after the 1933 Act and the published rules and regulations thereunder date hereof (the “Rules Filing Deadline”), and Regulations”) adopted thereafter proceed to use its best efforts to cause such Shelf Registration Statement to be declared effective by the SEC a “shelf” registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus Commission no later than 180 days after the date hereof (the date on which the Shelf Registration Statement is so declared effective by the Commission, the “Base ProspectusEffectiveness Date”). Subject to the terms of this Agreement, Parent agrees to prepare and file with the Commission such amendment and supplement to the Shelf Registration Statement and the prospectus used in connection therewith and otherwise use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective from the Effectiveness Date until the earlier of (i) relating to common stock, preferred stock, warrants, rights the first date that all Registrable Stock covered by the Shelf Registration Statement have been sold or units of the Company that may be sold in a 3 month period under Rule 144(k); or (ii) five (5) years from time to time the date the Shelf Registration Statement has been declared effective by the CompanyCommission; provided, in accordance that such five-year period shall be extended to the extent of any Blockage Period hereunder and shall be tolled during any period during which a Default, Delay or postponement under Section 2.2 is continuing. At least five (5) Business Days prior to the filing, the Shelf Registration Statement (and each amendment thereto, as well any supplement to the prospectus contained therein) shall be provided to the Purchasers’ legal counsel prior to its filing with Rule 415 of or other submission to the 1933 Act, Commission and such amendments, including post-effective amendments, thereof as may legal counsel shall have been required a reasonable opportunity to the date of this Agreement. The term “review and comment on such Shelf Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Shelf Registration Statement. The Company has prepared (a) Subject to the terms and filed in conformity with conditions hereof, and further subject to the requirements availability of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement on Form S-3 or any successor form thereto (No. 333-230854)“Form S-3”) to the Company, which became effective on April 24, 2019, including a base prospectus any of the Demand Shareholders may by written notice delivered to the Company (the “Base ProspectusShelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to common stockthe offer and sale, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the information Registrable Amount (if any) contained the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of final prospectus filed with an automatic shelf registration statement (as defined in Rule 405 under the SEC Securities Act) or any successor form thereto. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof an automatic shelf registration statement at the time of effectiveness filing of the automatic shelf registration statement and shall not elect to pay any portion of the registration fee on a deferred basis. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Rules 430A Section 4.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and 430B method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 4.3(d), the Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) three (3) years after the Shelf Registration Statement has been declared effective; and (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the Rules and Regulationsprospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. The term “Preliminary Prospectus” means In the Base Prospectusevent of a Blackout Period under clause (ii) of the definition thereof, together with the Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any preliminary prospectus supplement used or filed with such determination, each Demand Shareholder covenants that it shall, subject to Applicable Law, keep the SEC fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to Rule 424 clause (ii)(y) of the Rules definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and Regulations. The term “Prospectus” means promptly halt any use, publication, dissemination or distribution of the Base ProspectusShelf Registration Statement, any Preliminary Prospectus each prospectus included therein, and any amendments amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (e) After the expiration of any Blackout Period and without any further supplements to such prospectus filed with the SEC, and including, without limitationrequest from a holder of Registrable Securities, the final Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus supplement will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) At any time that a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Prospectus SupplementTake-Down Notice”) stating that it intends to sell all of part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), filed then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within five (5) days after delivery of the limits Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Rule 424(bSection 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) with and Section 4.1(g). (g) Notwithstanding any other provision of this Agreement, if the SEC requesting Demand Shareholder wishes to engage in a block sale (including a block sale off of a Shelf Registration Statement or an effective automatic shelf registration statement, or in connection with the proposed sale registration of the Registrable Securities contemplated by this Agreement through under an automatic shelf registration statement for purposes of effectuating a block sale), then notwithstanding the date of such Prospectus Supplement. Unless otherwise stated hereinforegoing or any other provisions hereunder, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus no Demand Shareholder shall be deemed entitled to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 receive any notice of Form S-3 under the 1933 Act, which were filed under the or have its Registrable Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any included in such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referenceblock sale.

Shelf Registration Statement. The Company has prepared (a) Subject to the terms and filed in conformity with conditions hereof, and further subject to the requirements availability of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement on Form F-3 or any successor form thereto (“Form F-3”) or Form S-3 or any successor form thereto (No. 333-230854)“Form S-3”) to the Company, which became effective on April 24, 2019, including a base prospectus any of the Demand Shareholders may by written notice delivered to the Company (the “Base ProspectusShelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form F-3 or Form S-3, as applicable, providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to common stockthe offer and sale, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the information Registrable Amount (if anythe “Shelf Registration Statement”); provided that no Demand Shareholder may deliver more than two (2) contained Shelf Notices to the Company in any twelve (12) month period. To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of final prospectus filed with an automatic shelf registration statement (as defined in Rule 405 under the SEC Securities Act) or any successor form thereto. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof an automatic shelf registration statement at the time of effectiveness filing of the automatic shelf registration statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company may also amend an existing registration statement on Form F-3 or Form S-3, including by post-effective amendment, in order to fulfill its obligations hereunder. (b) Within five (5) days after receipt of a Shelf Notice pursuant to Rules 430A Section 6.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and 430B method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within five (5) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 6.3(d), the Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) ninety (90) days after the Shelf Registration Statement has been declared effective, provided that in the event of a Blackout Period, as described below, the period during which the Shelf Registration shall be required to remain effective will be extended by the number of days during which the Blackout Period is in effect; and (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities. The Company’s obligations pursuant to this Section 6.3(d) shall apply to no more than four ninety (90) day-periods during which Amazon and/or its subsidiaries shall be permitted to make sales pursuant to the Shelf Registration Statement. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the Rules and Regulationsprospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. The term “Preliminary Prospectus” means In the Base Prospectusevent of a Blackout Period under clause (ii) of the definition thereof, together with the Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any preliminary prospectus supplement used or filed with such determination, each Demand Shareholder covenants that it shall, subject to Applicable Law, keep the SEC fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to Rule 424 clause (ii)(y) of the Rules definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and Regulations. The term “Prospectus” means promptly halt any use, publication, dissemination or distribution of the Base ProspectusShelf Registration Statement, any Preliminary Prospectus each prospectus included therein, and any amendments amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (e) After the expiration of any Blackout Period and without any further supplements to such prospectus filed with the SEC, and including, without limitationrequest from a holder of Registrable Securities, the final Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus supplement will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) At any time that a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Prospectus SupplementTake-Down Notice”) stating that it intends to sell all of part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), filed then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 6.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within two (2) Business Days after delivery of the limits Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Rule 424(bSection 6.1(g). Except as otherwise expressly specified in this Section 6.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 6.1(e)(ii) with and Section 6.1(g). (g) Notwithstanding any other provision of this Agreement, if the SEC requesting Demand Shareholder wishes to engage in a block sale (including a block sale off of a Shelf Registration Statement or an effective automatic shelf registration statement, or in connection with the proposed sale registration of the Registrable Securities contemplated by this Agreement through under an automatic shelf registration statement for purposes of effectuating a block sale), then notwithstanding the date foregoing or any other provisions hereunder, no Demand Shareholder shall be entitled to receive any notice of or have its Registrable Securities included in such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectusblock sale. (h) Any time that a Shelf Offering involves a Marketed Underwritten Offering, the Statutory Prospectus (as defined belowCompany shall select the investment banker(s) and the Prospectus shall be deemed to refer to manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” underwriters with respect to the Registration Statement any Preliminary Prospectusoffering of such Registrable Securities; provided, the Statutory Prospectus or the Prospectus that such investment banker(s) and manager(s) shall be deemed an investment bank of international reputation and reasonably acceptable to refer to and include any such document filed or to be filed under the 1934 Act after the date Requesting Shareholder(s) holding of a majority in interest of the Registration Statement, any Securities included in such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed Marketed Underwritten Offering (such acceptance not to be incorporated therein by referenceunreasonably withheld, conditioned or delayed).

Shelf Registration Statement. The Company has prepared and filed in conformity with the requirements of Commission an automatic shelf registration statement, as defined in Rule 405 under the 1933 Securities Act and the published rules and regulations thereunder (the “Rules and Regulations”file number of which is set forth in the Terms Agreement) adopted by the SEC a “shelf” registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019F-3, including a base prospectus (the “related Base Prospectus”) , for registration under the Securities Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Initial Sale Time, became effective upon filing. The conditions to the use of Form F-3 in connection with the offering and sale of the International Offered Securities as contemplated hereby have been satisfied. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more Pre-Pricing Prospectus relating to common stockthe International Offered Securities, preferred stock, warrants, rights or units each of which has previously been furnished to you. The Company will file with the Company that may be sold from time Commission a final prospectus supplement relating to time by the Company, Securities in accordance with Rule 415 of 424(b). As filed, such final prospectus supplement shall contain all information required by the 1933 ActSecurities Act and the rules thereunder and, and such amendments, including post-effective amendments, thereof as may have been required except to the date of this Agreementextent the International Underwriters and the International Agents shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Initial Sale Time or, to the extent not completed at the Initial Sale Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Pre-Pricing Prospectus) as the Company has advised you, prior to the Initial Sale Time, will be included or made therein. The term “Registration Statement” as used , at the Initial Sale Time, meets the requirements set forth in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part Rule 415(a)(1)(x) under the Securities Act. The initial Effective Time of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through was not earlier than the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or three years before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referenceInitial Sale Time.

Shelf Registration Statement. The Company has prepared and filed in conformity Issuers shall file with the requirements Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the 1933 Act Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable, which may be an amendment to the published rules and regulations thereunder Exchange Offer Registration Statement (the “Rules Initial Shelf Registration Statement”). The Issuers shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and Regulations”) adopted by in any event on or prior to 45 days after the SEC Company determines or is notified that a “shelf” registration statement Shelf Filing Event has occurred. The Initial Shelf Registration Statement shall be on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units another appropriate form permitting registration of the Company that may be sold from time to time such Registrable Notes for resale by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained Holders in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used manner or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the final prospectus supplement (Registrable Notes to be included in the “Prospectus Supplement”), filed pursuant to and within the limits described Initial Shelf Registration Statement or in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Subsequent Shelf Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Statement (as defined below) and ). Notwithstanding the Prospectus shall be deemed foregoing, in the event a Shelf Filing Event occurs as a result of the event set forth in Section 2(c)(ii), the Issuers’ obligation to refer to and include the documents incorporated by reference therein, including file an Initial Shelf Registration pursuant to Item 12 this Section 3 shall cease ab initio if the Exchange Offer is completed within 180 days of Form S-3 under the 1933 ActIssue Date, which were filed or, if such date is not a Business Day, the next day that is a Business Day. The Issuers shall use their respective reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective under the Securities Exchange Act on or prior to the 90th day after the Company determines or is notified that such a Shelf Filing Event has occurred and (y) to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is one year from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of 1934the Initial Purchasers), as amended subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “1934 ActEffectiveness Period”), on or before such shorter period ending when (i) all Registrable Notes covered by the date hereof Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or are so filed hereafter. Any reference herein cease to be outstanding or (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the terms “amend,” “amendment” or “supplement” extent required to permit dealers to comply with respect the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a result of the filing of a post-effective amendment to the Initial Shelf Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to where such post-effective amendment is not yet effective and include any such document filed or needs to be filed under declared effective to permit holders to use the 1934 Act after the date of the Registration Statement, any such Preliminary related Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Shelf Registration Statement. (a) The Company has prepared and filed in conformity agrees to file with the requirements SEC as promptly as practicable after the Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the 1933 Act Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the published rules and regulations thereunder Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Registration Statements, collectively, the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (under the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights Securities Act or units of another appropriate form selected by the Company that may be sold from time to time permitting registration of such Transfer Restricted Securities for resale by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained Holders in the form manner or manners reasonably designated by Holders of final prospectus filed with the SEC pursuant to Rule 424(b) a majority in aggregate principal amount of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and Transfer Restricted Securities being sold (including, without limitation, up to two underwritten offerings). The Company shall use all commercially reasonable efforts to not permit any securities other than the final prospectus supplement (the “Prospectus Supplement”), filed Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use all commercially reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through Act as promptly as practicable but in no event later than the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein Effectiveness Target Date and to the keep each Shelf Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed Statement continuously effective under the Securities Exchange Act until the earlier of 1934, as amended such date that is two years after the latest date of initial issuance of any of the Notes (the “1934 Act”), on "Effectiveness Period") or before the date hereof or are so filed hereafter. Any reference herein to that all Transfer Restricted Securities shall have been effectively registered under the terms “amend,” “amendment” or “supplement” Securities Act and disposed of in accordance with respect to the Registration Statement any Preliminary Prospectus, relating thereto or distributed to the Statutory Prospectus public pursuant to Rule 144 or the Prospectus shall be deemed are saleable pursuant to refer to and include any such document filed paragraph (k) of Rule 144 (or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referencesimilar provisions then in force).

Shelf Registration Statement. The Company has prepared and filed in conformity with the requirements of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”a) adopted by the SEC a “shelf” registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required Subject to the date other terms and conditions of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed the Company agrees to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed file with the SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 424(b) 415 covering all of the Rules and Regulations and deemed Transfer Restricted Securities or separate Registration Statements for an offering to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC made on a continuous basis pursuant to Rule 424 415 covering all of the Rules Common Stock and Regulations. The term “Prospectus” means the Base ProspectusNotes constituting Transfer Restricted Securities, any Preliminary Prospectus and any amendments respectively (such Registration Statement or further supplements to such prospectus filed with the SECStatements, and including, without limitationcollectively, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the "Shelf Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below") and the Prospectus Each Shelf Registration Statement shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of on Form S-3 under the 1933 Act, which were filed Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in interest of Transfer Restricted Securities being sold. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use all reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof and to use all reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Exchange Act of 1934Act, as amended (the “1934 Act”)subject to Section 2(d) hereof, on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act for two years after the date on which all of the Registration StatementTransfer Restricted Securities are sold (including those sold pursuant to the option granted to the Purchaser in the Purchase Agreement) to the Purchaser (the "Effectiveness Period"), any or such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed shorter period ending when there cease to be incorporated therein by referenceany Transfer Restricted Securities outstanding.

Shelf Registration Statement. The Company has prepared and filed in conformity At such time as the Corporation shall be eligible to use Form S-3 for secondary offerings, a Requesting Holder at any time may utilize its right to make a Demand Request (without the need to satisfy any requirement for a minimum proposed offering price to the public) by delivery to the Corporation of a written request (a "Shelf Request") to the Corporation to file a registration statement with the requirements SEC seeking to register the offer and sale of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted Registrable Securities by the SEC a “shelf” registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold Holders thereof from time to time by the Company, in accordance with pursuant to Rule 415 under the Securities Act (a "Shelf Registration Statement"). Subject to the provisions of this Agreement, within 45 days after receipt of any such Shelf Request, the 1933 Act, Corporation shall file a Shelf Registration Statement and shall use all commercially reasonable efforts to cause such amendments, including post-Shelf Registration Statement to be declared effective amendments, thereof under the Securities Act as may have been required to promptly as practicable and in any event on or before 90 days after the date of this Agreementfiling. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of If the SEC notifies the Corporation that the Shelf Registration Statement by incorporation by reference will receive no action or otherwise, as amended review from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (Corporation will request that the “Prospectus Supplement”), filed pursuant to and Shelf Registration Statement become effective within five Business Days after receipt of such SEC notification. Upon the limits described in Rule 424(b) with effectiveness under the SEC in connection with the proposed sale Securities Act of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Shelf Registration Statement, any Preliminary Prospectusthe Corporation will use all commercially reasonable efforts to cause the Shelf Registration Statement to remain effective, and supplemented and amended as required by throughout period ending on the Statutory Prospectus date which is the earliest to occur of (as defined belowA) and the Prospectus shall date that all Registrable Securities registered under such Registration Statement may be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 sold in a three-month period under the 1933 Act, which were filed Rule 144 under the Securities Exchange Act of 1934Act, as amended (the “1934 Act”), on or before B) the date hereof or are so filed hereafter. Any reference herein to all Registrable Securities registered under such Registration Statement have been sold and (C) three years after the terms “amend,” “amendment” or “supplement” date on which such Shelf Registration Statement becomes effective with respect to the Registration Statement any Preliminary Prospectus, offer and sale of Registrable Securities plus the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date aggregate number of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referencedays in all applicable Suspension Periods.

Shelf Registration Statement. (a) The Company has prepared and filed in conformity agrees to file with the requirements of SEC as soon as practicable after the 1933 Act and Closing Date, but in no event later than the published rules and regulations thereunder Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all Transfer Restricted Securities (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (under the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights Securities Act or units of another appropriate form selected by the Company that may be sold from time to time permitting registration of such Transfer Restricted Securities for resale by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained Holders in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used manner or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than Transfer Restricted Securities to be included in the final prospectus supplement (Shelf Registration Statement. The Company shall use all reasonable efforts to cause the “Prospectus Supplement”), filed Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly as practicable following the filing thereof, but in no event later than the Effectiveness Target Date, and within to keep the limits described in Rule 424(b) with Shelf Registration Statement continuously effective under the SEC in connection with Securities Act until the proposed sale date that is 24 months after the date on which all of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein are sold (including those sold pursuant to the Registration Statement, any Preliminary Prospectus, over-allotment option granted to the Statutory Prospectus (as defined belowInitial Purchaser in the Purchase Agreement) and to the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended Initial Purchaser (the “1934 Act”"Effectiveness Period"), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or shorter period ending when there cease to be filed under the 1934 Act after the date of the Registration Statement, outstanding any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referenceTransfer Restricted Securities.

Shelf Registration Statement. The Company has prepared and filed in conformity with (a) As soon as practicable but no later than twenty (20) Business Days after the requirements of the 1933 Act and the published rules and regulations thereunder Merger Closing Date (the “Rules Filing Date”), the Company shall prepare and Regulations”file with (or confidentially submit to) adopted by the SEC Commission a “shelf” shelf registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with under Rule 415 of the 1933 ActSecurities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two (2) Business Days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (i) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the date hereof and (ii) the tenth (10th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, thereof amendments supplements and new registration statements as contemplated by Rule 415(a)(6) as may have been required be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files the Shelf Registration Statement on a Form S-1 (the “Form S-1 Shelf”), the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. As soon as practicable following the effective date of this Agreement. The term “a Shelf Registration Statement but in any event within one (1) business day of such date, the Company shall notify the Holders of the effectiveness of such Shelf Registration Statement” as used in this Agreement means such registration statement.. (b) Subject to Section 2.3 and Section 2.4, including all exhibits, financial schedules at any time and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including any of (i) the information Sponsor Holder, (ii) the Holders of a majority in interest of the then-outstanding number of Registrable Securities, or (iii) any Holder or group of Holders, if any) contained the total offering price is reasonably expected to equal or exceed, in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitationaggregate, the final prospectus supplement Minimum Demand Threshold, may make a written demand from time to time to elect to sell all or any part of their Registrable Securities (the “Prospectus SupplementDemanding Holder(s)”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein an Underwritten Offering pursuant to the Shelf Registration Statement, any Preliminary Prospectus, which written demand shall describe the Statutory Prospectus (as defined below) amount and type of securities to be included in such Registration and the Prospectus intended method(s) of distribution thereof. The Demanding Holders shall be deemed make such election by delivering to refer the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to and include the documents incorporated by reference therein, including sell pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended such Underwritten Offering (the “1934 ActShelf Underwriting”). As promptly as practicable, on or before but no later than three (3) Business Days after receipt of a Shelf Underwriting Request, the date hereof or are so filed hereafter. Any reference herein Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the terms Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“amend,” “amendment” Shelf Registrable Securities”). The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (i) the Registrable Securities of the Demanding Holders and (ii) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) calendar days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within ten (10) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its commercially reasonable efforts to effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holders, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or “supplement” advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, each Demanding Holder may request, and the Company shall be required to facilitate, an aggregate of three (3) Shelf Underwritings pursuant to this subsection 2.1.1(b) with respect to the any or all Registrable Securities; provided, however, that a Shelf Underwriting shall not be counted for such purposes unless a Registration Statement any Preliminary Prospectushas become effective and all of the Registrable Securities requested by such Demanding Holder to be registered in such Shelf Underwriting have been sold; and provided, further, that the Statutory Prospectus or number of Shelf Underwritings the Prospectus Demanding Holders shall be deemed entitled to refer request shall be reduced by each Demand Registration effected for such Demanding Holder pursuant to and include any such document filed Section 2.1.2. Notwithstanding the foregoing, if a Demanding Holder wishes to engage in an underwritten block trade or to be filed under the 1934 Act after the date similar transaction or other transaction with a two (2)-day or less marketing period (collectively, “Underwritten Block Trade”) off of the a Shelf Registration Statement, any then notwithstanding the foregoing time periods, such Preliminary ProspectusDemanding Holder only needs to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of record of other Registrable Securities shall not be entitled to notice of such Underwritten Block Trade and shall not be entitled to participate in such Underwritten Block Trade and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided, however, that the Statutory Prospectus Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. A majority-in-interest of the Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or Prospectusmore reputable nationally recognized investment banks), as subject to the case may beCompany’s prior written approval (which shall not be unreasonably withheld, and deemed to be incorporated therein by referenceconditioned or delayed).

Shelf Registration Statement. The Company has prepared and filed in conformity with If any Holder shall have exchanged Securities pursuant to the requirements of Indenture at a time when the 1933 Act and the published rules and regulations thereunder Exchange Registration Statement (the “Rules and Regulations”i) adopted is for any reason not effective, (ii) is subject to a stop order issued by the SEC a “shelf” registration statement on Form S-3 SEC, or (No. 333-230854iii) for any other reason beyond the control of such Holder is unavailable for use by such Holder (an "Unregistered Exchange"), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of then the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed shall file with the SEC within 30 days (60 days if the Company is not then eligible to use Form S-3 in connection with a secondary offering) after its receipt of a written request (a "Shelf Request") from such Holder a "shelf" Registration Statement for an offering to be made on a continuous basis pursuant to Rule 424(b) 415 covering all of the Rules and Regulations and deemed to be part thereof at Exchange Shares (the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations"Shelf Registration Statement") delivered in connection with such Unregistered Exchange. The term “Preliminary Prospectus” means Shelf Registration Statement shall be on an appropriate form permitting registration of such Exchange Shares (the Base Prospectus, together with any preliminary prospectus supplement used "Resale Shares") for resale by Holders in the manner or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and manners designated by them (including, without limitation, one or more underwritten offerings). Subject to Section 6 hereof, the final prospectus supplement (Company shall use its reasonable best efforts to cause the “Prospectus Supplement”), filed pursuant Shelf Registration Statement to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of be declared effective under the Securities contemplated by this Agreement through Act as soon as possible after the filing thereof and to keep such Shelf Registration Statement continuously effective and to amend and supplement the prospectus thereof in order to permit such Prospectus to be lawfully delivered until, in each case, the earlier of (x) two years from the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to effectiveness (the "Shelf Period") or (y) the date on which all Resale Shares covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Shelf Registration Statement. The (a) If the Company has prepared and filed is a well-known seasoned issuer (as defined in conformity with Rule 405 under the requirements Securities Act) at the effective time of the 1933 Act and Merger or otherwise eligible to offer securities under or file with automatic effectiveness, the published rules and regulations thereunder Company shall file, as promptly as reasonably practicable following the effective time of the Merger (which, for the “Rules and Regulations”avoidance of doubt, shall be within five (5) adopted by Business Days of the SEC effective time of the Merger), a “shelf” registration statement on Form S-3 or any successor form thereto (No. 333-230854), which became effective “Form S-3”) providing for an offering to be made on April 24, 2019, a continuous basis pursuant to Rule 415 under the Securities Act (a “Shelf Registration Statement”) in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto registering all Registrable Securities then held by the Holders and including a base prospectus plan and method of distribution substantially in the form of Exhibit A hereto. If the Company is not expected to be a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) immediately following the effective time of the Merger, then, subject to the availability of a registration statement on Form S-3 to the Company, any of the Demand Stockholders may by written notice delivered to the Company (the “Base ProspectusShelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Shelf Registration Statement relating to common stockthe offer and sale, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, of an amount of Registrable Securities then held by such Demand Stockholders that equals or is greater than the Registrable Amount and including the information (if any) contained a plan and method of distribution substantially in the form of final prospectus filed Exhibit A. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 1.3(a), the Company will deliver written notice thereof to all other Holders of Registrable Securities. Each other Holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with this Agreement and the plan and method of distribution set forth in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such Holder of Registrable Securities. (c) Subject to Section 1.3(d), the Company will use its reasonable best efforts to keep a Shelf Registration Statement continuously effective until the earlier of (i) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the SEC plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (ii) the date on which this Agreement terminates pursuant to Rule 424(bSection 3.1. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Holders whose Registrable Securities are registered under the Shelf Registration Statement, to require such Holders to suspend the use of the Rules and Regulations and deemed prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period, the Company shall deliver to be part thereof at such Holders a certificate signed by either the time of effectiveness pursuant to Rules 430A and 430B chief executive officer or the chief financial officer of the Rules and Regulations. The term “Preliminary Prospectus” means Company certifying that, in the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 good faith judgment of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitationCompany, the final conditions described in the definition of Blackout Period are met. After the expiration of any Blackout Period and without any further request from a Holder of Registrable Securities, the Company to the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus supplement will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) At any time that a Shelf Registration Statement is effective, if one or more Demand Stockholders deliver a notice to the Company (a “Prospectus SupplementTake-Down Notice”) stating that such Demand Stockholder(s) intend to sell a Registrable Amount of Registrable Securities on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), filed the Company shall promptly, and in a manner reasonably agreed with such Demand Stockholder(s) amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to and within the limits described in Rule 424(b) with the SEC Shelf Offering (taking into account, solely in connection with (x) a Non-Marketed Underwritten Shelf Offering that will be completed prior to the proposed sale one (1) year anniversary of the Closing Date or (y) a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities contemplated by any other Holders pursuant to this Agreement through Section 1.3). The Demand Stockholders shall have the date right to request only a total of such Prospectus Supplement. Unless otherwise stated herein, four (4) Shelf Offerings pursuant to this Section 1.3(e) and (i) any reference herein Marketed Underwritten Shelf Offering shall be subject to the provisions of 1.1(e)(ii) as if such Underwritten Shelf Offering were a Demand Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus provided that references therein to six months shall be deemed to refer to four months) and (ii) the Demand Stockholders cannot effect any Non-Marketed Underwritten Shelf Offering within 30 days of any other Underwritten Shelf Offering. In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”) unless the Take-Down Notice is executed by or on behalf of all the Demand Stockholders as well as all of the other Large Holders (even if all the Demand Stockholders and other Large Holders are not participating in such Marketed Underwritten Shelf Offering), the Company shall forward the Take-Down Notice to all other Large Holders whose Registrable Securities are included on the Shelf Registration Statement and the Company and such proposing Demand Stockholder(s) shall permit each such Large Holder to include its Registrable Securities included on the documents incorporated Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such Large Holder notifies the proposing Demand Stockholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such Large Holder. In connection with any Shelf Offering that is an Underwritten Offering but is not a Marketed Underwritten Shelf Offering (a “Non-Marketed Underwritten Shelf Offering”) and which will be completed no later than the one (1) year anniversary of the Closing Date, unless the Take-Down Notice is executed on behalf of all of the Demand Stockholders as well as all of the Large Holders (even if all the Large Holders are not participating in such Non-Marketed Underwritten Shelf Offering) the Company shall forward the Take-Down Notice to all other Large Holders whose Registrable Securities are included on the Shelf Registration Statement and the Company and such Demand Stockholder(s) shall permit each such Large Holder to include its Registrable Securities included on the Shelf Registration Statement in the Non-Marketed Underwritten Shelf Offering if such Large Holder notifies the proposing Demand Stockholder(s) and the Company within whatever time period the proposing Demand Stockholders determine is required given the anticipated timing of such Non-Marketed Underwritten Shelf Offering as set forth in the relevant Take-Down Notice. (f) Except as provided in the immediately succeeding sentence, the right of the Other Holders to offer and sell Registrable Securities registered on a Shelf Registration Statement shall be limited to sales by reference therein, including pursuant to Item 12 such Other Holders in transactions satisfying the requirements of Form S-3 under the 1933 Act, which were filed Rule 144(f) under the Securities Exchange Act Act. For the avoidance of 1934doubt, as amended (no Other Holders will be entitled to participate in Shelf Offerings unless the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein Demand Stockholders determine otherwise in a written notice delivered to the terms “amend,” “amendment” or “supplement” Company and such Other Holders (in which case such Other Holders shall be treated the same as a Large Holder with respect to such Shelf Offerings). (g) During the period from the Closing Date until the one year anniversary of the Closing Date, (a) without the prior written consent of each of the Demand Stockholders the Co-Invest Entity will not make any offer or sale of Registrable Securities pursuant to a Shelf Registration Statement (including any Preliminary Prospectus, offer and sale that is not an Underwritten Offering) unless such offer and sale pursuant to the Statutory Prospectus Shelf Registration Statement has been initialed by a Demand Stockholder or Demand Stockholders and (b) in the Prospectus event that one or more Demand Stockholders propose to offer and sell any Registrable Securities pursuant to a Shelf Registration Statement then such Demand Stockholder(s) shall be deemed provide the Co-Invest Entity an opportunity to refer participate in such offer and sale on a pro rata basis in proportion to its ownership of Registrable Securities and include on the same terms applicable to such Demand Stockholder(s) with any notice of such document filed or proposed offer and sale to be filed under the 1934 Act after Co-Invest Entity and the date timing of its response to participate in such offer and sale being determined by the Demand Stockholder(s) proposing such offer and sale in light of the Registration Statementtiming of the proposed transaction. This Section 1.3(g) is solely for the benefit of the Demand Stockholders and the Co-Invest Entity. (h) For the avoidance of doubt, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, Shelf Offering will be subject to Sections 1.1(g) and deemed to be incorporated therein by reference(h).

Shelf Registration Statement. A registration statement of the Company on Form F-3 (File No. 333-268885) (including all amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Company has prepared and filed in conformity with meets the requirements for use of Form F-3 under the 1933 Securities Act and the published rules and regulations of the Commission thereunder (the “Rules and Regulations”) adopted ). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto, to you for each of the other Underwriters, have been declared effective by the SEC Commission in such form and meet the requirements of the Securities Act, and the Rules and Regulations. The proposed offering of the Securities may be made pursuant to General Instruction I.B.1 of Form F-3. Other than (i) the Initial Registration Statement, (ii) a “shelf” registration statement on Form S-3 F-6 (File No. 333-230854), which became effective on April 24, 2019, including a base prospectus 333- 260546) covering the registration of the Offered ADSs under the Securities Act and the Rules and Regulations (the “Base ProspectusADS Registration Statement”), (iii) relating the Preliminary Prospectus and the Prospectus (each as defined below) contemplated by this Agreement to common stock, preferred stock, warrants, rights or units be filed pursuant to Rule 424(b) of the Company that may be sold from time to time by the Company, Rules and Regulations in accordance with Rule 415 Section 4(a) hereof and (iv) any Issuer Free Writing Prospectus (as defined below), no other document with respect to the offer and sale of the 1933 ActSecurities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, and such amendments, including any post-effective amendmentsamendment thereto or the ADS Registration Statement, thereof as may have if any, has been required issued and no proceeding for that purpose or pursuant to Section 8A of the date Securities Act has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424 of this Agreementthe Rules and Regulations is hereinafter called a “Preliminary Prospectus”). The term “Initial Registration Statement” as used in this Agreement means such registration statement, Statement including all exhibits, financial schedules exhibits thereto and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus Prospectus filed with the SEC Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed by virtue of Rule 430B under the Securities Act to be part thereof of the Initial Registration Statement at the time of effectiveness pursuant to Rules 430A and 430B of it became effective is hereinafter collectively called the Rules and Regulations. The term “Preliminary ProspectusRegistration Statement.” means If the Base Prospectus, together with any preliminary prospectus supplement used or Company has filed with the SEC an abbreviated registration statement pursuant to Rule 424 of 462(b) under the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement Securities Act (the “Prospectus Supplement462(b) Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The final prospectus supplement, in the form filed pursuant to and within the time limits described in Rule 424(b) under the Rules and Regulations, together with the SEC in connection with Base Prospectus, including any document incorporated by reference therein, is hereinafter called the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any “Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant . Any reference to Item 12 any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of Form S-3 under such Preliminary Prospectus or the 1933 Act, which were filed Prospectus under the Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”), on and incorporated by reference in such Preliminary Prospectus or before Prospectus, as the date hereof or are so filed hereaftercase may be. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect any amendment to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document annual report of the Company filed pursuant to Section 13(a) or to be filed under 15(d) of the 1934 Exchange Act after the date of this Agreement that is incorporated by reference in the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Shelf Registration Statement. (a) The Company has prepared and filed in conformity with the requirements of the 1933 Act and the published rules and regulations thereunder shall: (the “Rules and Regulations”i) adopted by the SEC a “shelf” registration statement on Form S-3 (No. 333-230854)prepare and, which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to no more than 45 days after the date of this Agreement. The term “, file with the SEC a Registration Statement in respect of all the Registrable Securities on an appropriate form for a secondary offering to be made on a continuous basis by the Company pursuant to Rule 415 (the "Shelf Registration Statement” "); and (ii) subject to Section 3 hereof, use its best efforts to cause the Shelf Registration Statement to become effective as used soon as practicable after such filing. In addition to the Registrable Securities, the Company may include in the Shelf Registration Statement shares of Common Stock held by TLC The Laser Center Inc., Xxxxxxxx Electro-Optics, Inc. and such other parties as may be agreed to by Purchasers holding a majority of the Preferred Stock and Conversion Shares then outstanding. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective at all times until such date as is the earlier of : (i) the date on which all of the Registrable Securities have been sold, (ii) the date on which all of the Registrable Securities may be immediately sold to the public without registration conditions or limitations whatsoever (including limitations or restrictions related to affiliates), whether pursuant to Rule 144 or otherwise, and (iii) subject to this Agreement means Section and Section 3, the date which is 30 months after the date hereof. (The period of time commencing on the date the Shelf Registration Statement is declared effective and, subject to this Section and Section 3, ending on the earliest of the foregoing dates is referred to as the "Registration Period.") Subject to Section 3 hereof, the Company shall use its best efforts to amend or supplement the Prospectus contained in the Shelf Registration Statement in order to permit such registration statement, including all exhibits, financial schedules and all documents and information deemed Prospectus to be part lawfully delivered until the end of the Registration Period. The Registration Period shall be extended by duration of (i) any period during which a Holder is unable to utilize the Prospectus until the Company amends or supplements the related Registration Statement by incorporation by reference or otherwisepursuant to Section 4(h), as amended from time and (ii) any Blackout Period. (c) In addition to time, including the information (if any) contained in the form of final prospectus filed complying with the SEC pursuant to Rule 424(b) requirements of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base ProspectusSection 4, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Shelf Registration Statement, the Company shall (i) mail to each Holder a copy of the Prospectus forming part of the Shelf Registration Statement, and (ii) otherwise comply in all respects with all applicable federal securities laws, rules and regulations. (d) Each Holder shall notify the Company at least five business days prior to any Preliminary Prospectussale of Registrable Securities by such Holder pursuant to the Shelf Registration Statement. During such five-day period, the Statutory Prospectus (as defined below) and Company shall have the Prospectus shall be deemed right to refer to and include notify Holder that the documents incorporated by reference therein, including Holder may not sell Registrable Securities pursuant to Item 12 of Form S-3 under the 1933 ActShelf Registration Statement due to either a Blackout Period or Holdback Period then being in effect or then being invoked. Upon such notice being provided, which were filed under Holder shall not sell any Registrable Securities pursuant to the Shelf Registration Statement until the Company has notified Holder that the Blackout Period or Holdback Period, as applicable, is no longer in effect. (e) Subject to Sections 3 and 4 hereof, the Company shall promptly supplement or amend the Shelf Registration Statement if required by the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to keep such Registration Statement effective during the Registration Statement Period, or if reasonably requested by the Holders of at least 30% of the Registrable Securities then transferrable pursuant to such Shelf Registration Statement. (f) Each Holder shall notify the Company promptly, but in any Preliminary Prospectusevent within three business days, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date on which all Registrable Securities owned by such Holder have been sold by such Holder so that the Company may comply with its obligation to terminate the Shelf Registration Statement in accordance with Item 512 of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference.Regulation S-K.

Shelf Registration Statement. The (a) Subject to timely receipt of all information reasonably required from the Investor, the Company has prepared and filed in conformity with shall use its reasonable best efforts to file, not later than (i) 45 days after the requirements of the 1933 Act and the published rules and regulations thereunder Closing Date (the “Rules and Regulations”) adopted by the SEC "S-3 Filing Deadline"), a “shelf” registration statement Registration Statement on Form S-3 covering the resale of the Registrable Securities issued in exchange for the Cash Purchase Price (No. 333-230854subject to any adjustments pursuant to Section 2.04) and MTE (the "Form S-3"), which became or (ii) if the Company is not eligible to use Form S-3, 90 days after the date hereof (the "S-1 Filing Deadline" and, along with the S-3 Filing Deadline, each, a "Filing Deadline"), a Registration Statement on Form S-1 (a "Form S-1" and, along with a Form S-3, each a "Registration Statement"); provided that the Company shall use its reasonable best efforts to remain qualified to file the Form S-3. As of the date hereof, the Company is qualified to file a Form S-3. (b) Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective on April 24under the Securities Act as promptly as is reasonably practicable after the filing thereof, 2019and shall use its commercially reasonable efforts to keep such Registration Statement, or a successor Registration Statement thereto, continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement have been disposed of by the Investor, are no longer Registrable Securities or are available to be sold without volume restrictions pursuant to Rule 144 promulgated under the Securities Act; provided that in no event shall the Company’s obligation to keep such Registration Statement effective extend beyond the two year anniversary of the date hereof. (c) The Company shall promptly notify the Investor by e-mail of the effectiveness of a Registration Statement promptly after the Company telephonically confirms effectiveness with the SEC (but in no event more than two (2) Business Days thereafter). The Company shall file a final prospectus with the SEC to the extent required by Rule 424 under the Securities Act. The "Plan of Distribution" section of such Shelf Registration Statement shall provide for customary permitted means of disposition of Registrable Securities, including a base prospectus (agented transactions, sales directly into the “Base Prospectus”) relating market and purchases or sales by brokers. The Company shall use its reasonable best efforts to cause any Registrable Securities offered for resale pursuant to an effective Registration Statement to be listed on Nasdaq, or such other national securities exchange as the common stock, preferred stock, warrants, rights or units stock of the Company that may be sold from listed during the time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Shelf Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referenceis effective.

Shelf Registration Statement. (a) The Company has prepared and filed in conformity agrees to file ---------------------------- with the requirements SEC as soon as practicable after the Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the 1933 Act and the published rules and regulations thereunder Transfer Restricted Securities (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (under the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights Securities Act or units of another appropriate form selected by the Company that may be sold from time to time permitting registration of such Transfer Restricted Securities for resale by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained Holders in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used manner or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the final prospectus supplement (Transfer Restricted Securities to be included in the “Prospectus Supplement”), filed Shelf Registration Statement. The Company shall use all reasonable efforts to cause the Shelf Registration Statement to be declared effective pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through Act as promptly as practicable following the date of such Prospectus Supplement. Unless otherwise stated hereinfiling thereof, any reference herein but in no event later than the Effectiveness Target Date, and to keep the Shelf Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed Statement continuously effective under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before until the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act that is 24 months after the date on which all of the Registration StatementDebentures are sold (including those sold pursuant to the over-allotment option granted to the Initial Purchaser in the Purchase Agreement) to the Initial Purchaser (the "Effectiveness Period"), any or such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed shorter period ending when there cease to be incorporated therein by referenceoutstanding any Transfer Restricted Securities.

Shelf Registration Statement. The Company has prepared (a) From and filed in conformity with after the requirements expiration of the 1933 Act First Step Restricted Period (subject, as applicable, to the Pre-Second Step Restricted Period) and/or the Second Step Restricted Period, as applicable, subject to the terms and conditions hereof, and further subject to the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC availability of a “shelf” registration statement on Form S-3 or any successor form thereto (No. 333-230854)“Form S-3”) to the Company, which became effective on April 24, 2019, including a base prospectus any of the Demand Shareholders may by written notice delivered to the Company (the “Base ProspectusShelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to common stockthe offer and sale, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the information Registrable Amount (if any) contained the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of final prospectus filed an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 5.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the SEC pursuant plan and method of distribution set forth, or to Rule 424(bbe set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 5.3(d), the Company will use its reasonable best efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) three (3) years after the Shelf Registration Statement has been declared effective; (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (iii) the date on which the holders of Registrable Securities, in the aggregate, no longer hold Registrable Securities that represent at least 2.0% of the Total Voting Power; provided, that the Company’s obligations under this Section 5.3(c) shall cease after completion of the fifth (5th) Shelf Offering by the Demand Shareholders (taking into account the time periods described in Section 5.1(c) as if such Shelf Offering were a Demand Registration). (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the Rules and Regulations and deemed definition thereof, the Company shall deliver to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Rules and Regulations. The term “Preliminary Prospectus” means Company certifying that, in the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 good faith judgment of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitationBoard, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits conditions described in Rule 424(bclause (ii) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through definition of Blackout Period are met. Such certificate shall contain an approximation of the date anticipated delay. After the expiration of such Prospectus Supplement. Unless otherwise stated hereinany Blackout Period and without any further request from a holder of Registrable Securities, any reference herein the Company to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (extent necessary shall as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, promptly as amended (the “1934 Act”), on reasonably practicable prepare a post-effective amendment or before the date hereof or are so filed hereafter. Any reference herein supplement to the terms “amend,” “amendment” or “supplement” with respect to the Shelf Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include prospectus, or any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) At any time that a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all of part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), then, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 5.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 5.1(g). Except as otherwise expressly specified in this

Shelf Registration Statement. The (a) From and after the second anniversary of Closing, the Company has prepared and filed shall: (i) as promptly as practicable, but in conformity with the requirements any event not later than 30 days upon receipt of written notice from a Holder or Holders holding at least 50% of the 1933 Act and Registrable Securities (collectively, the published rules and regulations thereunder “Majority Holder”) (the date, the “Rules Filing Date”), prepare and Regulations”) adopted by file with the SEC a “shelfShelf” registration statement Registration Statement (the “Shelf Registration Statement”) covering the resale of the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders, to be made on a continuous basis pursuant to Rule 415. The Shelf Registration Statement shall be on Form S-3 (No. 333-230854except if the Company is not then eligible to register for resale the Registrable Securities on Form S−3, in which case such registration shall be on another appropriate form in accordance herewith, reasonably acceptable to Holders of a majority of the Registrable Securities), which became as modified by the Company as necessary to conform to comments from the SEC; (ii) use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective on April 24under the 1933 Act as promptly as possible after the filing thereof, 2019, including but in any event prior to the 90th day (or the 120th day in the case of a base prospectus “full review” by the SEC) after the date of the request (the “Base ProspectusEffectiveness Date”); (iii) relating to common stock, preferred stock, warrants, rights or units of within two Business Days after the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Shelf Registration Statement by incorporation by reference or otherwiseis declared effective, as amended from time to time, including the information (if any) contained in the form of file a final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed Prospectus with the SEC pursuant to Rule 424 and notify the Holders via facsimile of effectiveness of the Rules and Regulations. The term “Prospectus” means Shelf Registration Statement; (iv) use its reasonable best efforts to keep the Base Prospectus, any Preliminary Prospectus and any amendments Shelf Registration Statement continuously effective under the 1933 Act until such time as all Registrable Securities covered by such Registration Statement have been sold or further supplements cease to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement be Registrable Securities (the “Prospectus SupplementEffectiveness Period”); (v) during the Effectiveness Period, filed pursuant furnish to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” each Holder with respect to the Registrable Securities registered under the Shelf Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of Prospectuses and such other documents as such Holder may reasonably request, in order to facilitate the public sale or other disposition of all or any Preliminary Prospectusof the Registrable Securities by such Holder; (vi) during the Effectiveness Period, the Statutory notify each holder of Registrable Securities covered by such Registration Statement at any time when a Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or relating thereto is required to be filed delivered under the 1934 1933 Act after the date of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (vii) file documents required of the Company for normal Blue Sky clearance in states specified in writing by any such Preliminary ProspectusHolder; provided that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (b) From the date hereof until the earlier of the date the Shelf Registration Statement is declared effective under the 1933 Act or the date the Investor no longer holds any Registrable Securities, subject to the rights of Xx Xxxxxx, LLC under the Xx Xxxxxx Rights Agreement, unless agreed to by the Majority Holder, the Statutory Prospectus or ProspectusCompany shall not file, as nor permit the case may befiling of, and deemed to be incorporated therein by referenceany Registration Statement other than the Shelf Registration Statement.

Shelf Registration Statement. (a) The Company has prepared and filed in conformity agrees to file with the requirements SEC as soon as practicable after the Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the 1933 Act and the published rules and regulations thereunder Transfer Restricted Securities (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (under the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights Securities Act or units of another appropriate form selected by the Company that may be sold from time to time permitting registration of such Transfer Restricted Securities for resale by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained Holders in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used manner or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the final prospectus supplement (Transfer Restricted Securities to be included in the “Prospectus Supplement”), filed Shelf Registration Statement. The Company shall use all reasonable efforts to cause the Shelf Registration Statement to be declared effective pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through Act as promptly as practicable following the date of such Prospectus Supplement. Unless otherwise stated hereinfiling thereof, any reference herein but in no event later than the Effectiveness Target Date, and to keep the Shelf Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed Statement continuously effective under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before until the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act that is 24 months after the date on which all of the Registration StatementDebentures are sold (including those sold pursuant to the over-allotment option granted to the Initial Purchaser in the Purchase Agreement) to the Initial Purchaser (the "Effectiveness Period"), any or such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed shorter period ending when there cease to be incorporated therein by referenceoutstanding any Transfer Restricted Securities.

Shelf Registration Statement. The Company has prepared 4.1. Subject to the conditions of this Section 4, at any time after the earlier of April 30, 2007 and filed in conformity with the requirements registration of the 1933 Act and Company's Ordinary B Shares under Section 12(g) of the published rules and regulations thereunder Exchange Act, if the Company shall receive a written request(s) from any Holder(s), holding, in the aggregate, not less than 10% of the Original Registrable Securities (subject the “Rules and Regulations”) adopted by last sentence of this Section 4.1), that the SEC Company file a “shelf” registration statement for an offering to be made on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating delayed or continuous basis pursuant to common stock, preferred stock, warrants, rights or units Rule 415 of the Company that may be sold Securities Act registering the resale from time to time by the Holders thereof of all of the relevant Registrable Securities (the "Shelf Registration Statement"), then the Company shall, within thirty (30) days of the delivery thereof, give written notice of such request to all Holders, which may elect to join in such request, as specified in a written request given within fifteen (15) days after delivery of the Company, 's written notice. The Shelf Registration Statement shall be on Form F-3 or another appropriate registration statement permitting registration of such Registrable Securities for resale by the Holders in accordance with Rule 415 the methods of the 1933 Act, distribution elected by them and set forth in such amendments, including post-effective amendments, thereof as may have been required to the date of this AgreementShelf Registration Statement. The term “Company shall use its reasonable efforts to cause the Shelf Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed Statement to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed declared effective under the Securities Exchange Act within 3 months after the Holders' initial request in accordance with this Section and to keep such Shelf Registration Statement continuously effective under the Securities Act until the earlier of 1934, as amended (the “1934 Act”), on or before i) two years following the date hereof or are so filed hereaftersuch registration was declared effective and (ii) the disposition of all Registrable Securities included in such Shelf Registration Statement. Any reference herein As long as the Bank holds at least 75% of the Original Registrable Securities held by the Bank, the Bank shall have the right, alone, to the terms “amend,” “amendment” or “supplement” with respect to the require a Shelf Registration Statement any Preliminary Prospectusunder this Section 4.1, at the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act earlier of (a) three (3) years after the date hereof, and (b) 30 days after one registration statement is effected under Sections 2 or 4 hereunder, or is effected under Section 3, provided Registrable Securities are actually included in such registration, and, in each case, is declared effective. As long as Agate holds shares of the Company that are Original Registrable Securities that constitute at least 1.5% of the issued and outstanding share capital of the Company, Agate shall have the right, alone, to require a Shelf Registration StatementStatement under this Section 4.1 (provided that the total expected offering price of the Original Registrable Securities required to be registered by Agate is at least $2.5 million), any such Preliminary Prospectus, at the Statutory Prospectus or Prospectus, as earlier of (a) three (3) years after the case may bedate on which the Registrable Securities have been issued to Agate, and deemed to be incorporated therein by reference(b) 30 days after one registration statement is effected under Sections 2 or 4 hereunder, or is effected under Section 3, provided Registrable Securities are actually included in such registration, and, in each case, is declared effective.

Shelf Registration Statement. The Company has prepared and filed in conformity with (a) As soon as practicable but no later than fifteen (15) Business Days after the requirements of the 1933 Act and the published rules and regulations thereunder date hereof (the “Rules Filing Date”), the Company shall prepare and Regulations”file with (or confidentially submit to) adopted by the SEC Commission a “shelf” shelf registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with under Rule 415 of the 1933 ActSecurities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the 60th Business Day (or 80th Business Day if the Commission notifies the Company that it will “review” the Registration Statement) following the date hereof and (y) the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, thereof and supplements as may have been required be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. ​ (b) Subject to Section 2.3 and Section 2.4, (i) the Holders of a majority-in-interest of the then outstanding number of Registrable Securities held by the Initial Stockholders or the transferees of the Initial Stockholders, (ii) the Holders of a majority-in-interest of the then outstanding number of Registrable Securities held by the Former MetroMile Stockholders or the transferees of the Former MetroMile Stockholders or (iii) Cantor or its designees (the “Demanding Holders”), may make a written demand from time to time to elect to sell all or any part of their Registrable Securities, with a total offering price reasonably expected to exceed, in the aggregate, the Minimum Demand Threshold, pursuant to an Underwritten Offering pursuant to the date Shelf Registration Statement, which written demand shall describe the amount and type of this Agreementsecurities to be included in such Registration and the intended method(s) of distribution thereof. The term Demanding Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement” Statement (“Shelf Registrable Securities”). The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (x) the Registrable Securities of the Demanding Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as used expeditiously as possible (and in this Agreement means any event within fifteen (15) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holders, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Demanding Holders may request, and the Company shall be required to facilitate, an aggregate of three (3) Shelf Underwritings pursuant to this subsection 2.1.1(b) with respect to any or all Registrable Securities, including all exhibitsone (1) Shelf Underwriting on behalf of Cantor; provided, financial schedules however, that a Shelf Underwriting shall not be counted for such purposes unless a Registration Statement has become effective and all documents and information deemed of the Registrable Securities requested by the Demanding Holders to be part registered on behalf of the Demanding Holders in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC effected for such Demanding Holder pursuant to Rule 424(bSection 2.1.2. Notwithstanding the foregoing, if a Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) off of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the a Shelf Registration Statement, any Preliminary Prospectusthen notwithstanding the foregoing time periods, such Demanding Holder only needs to notify the Statutory Prospectus Company of the Underwritten Block Trade two (as defined below2) Business Days prior to the day such offering is to commence and the Prospectus Holders of record of other Registrable Securities shall not be deemed entitled to refer notice of such Underwritten Block Trade and shall not be entitled to participate in such Underwritten Block Trade; provided, however, that the Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and include the documents incorporated by reference thereinunderwriters prior to making such request in order to facilitate preparation of the registration statement, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein prospectus and other offering documentation related to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference.Underwritten Block Trade. ​

Shelf Registration Statement. The Company has prepared (a) Subject to the terms and filed in conformity with conditions hereof, and further subject to the requirements availability of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement on Form S-3 or any successor form thereto (No. 333-230854)“Form S-3”) to the Company, which became effective on April 24, 2019, including a base prospectus any of the Demand Stockholders may by written notice delivered to the Company (the “Base ProspectusShelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to common stockthe offer and sale, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of an amount of Registrable Securities then held by such Demand Stockholders that equals the information Registrable Amount (if any) contained the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of final prospectus filed an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto. Notwithstanding the foregoing, the Company may satisfy its obligations under this Section 4.3 by amending any existing Form S-3. (b) Within 10 days after receipt of a Shelf Notice pursuant to Section 4.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the SEC pursuant plan and method of distribution set forth, or to Rule 424(bbe set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within 10 days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 4.3(d), the Company will use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) three years after the Shelf Registration Statement has been declared effective; (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (iii) and the date on which the Gazelle Stockholders’ collective Beneficial Ownership of shares of Company Common Stock falls below 3.0% of all then-outstanding shares Company Common Stock. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the Rules prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. Upon notice by the Company to the Demand Stockholders of any such determination, each Demand Stockholder covenants that it shall, subject to applicable Law, keep the fact of any such notice strictly confidential and Regulations promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and deemed promptly halt any use, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to be part thereof the Company any copies then in the Demand Stockholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of effectiveness pursuant to Rules 430A receipt of such notice. (e) After the expiration of any Blackout Period and 430B without any further request from a holder of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitationRegistrable Securities, the final prospectus supplement (the “Prospectus Supplement”)Company, filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statementextent necessary, any Preliminary Prospectus, the Statutory Prospectus (shall as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, promptly as amended (the “1934 Act”), on reasonably practicable prepare a post-effective amendment or before the date hereof or are so filed hereafter. Any reference herein supplement to the terms “amend,” “amendment” or “supplement” with respect to the Shelf Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include prospectus, or any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) At any time that a Shelf Registration Statement is effective, if any Demand Stockholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Stockholder(s) shall also deliver the Take-Down Notice to all other Demand Stockholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Stockholder(s) and the Company within five days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Stockholder(s) in writing that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Stockholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) and Section 4.1(g).

Shelf Registration Statement. The Company has prepared and filed in conformity with (a) As soon as practicable but no later than twenty (20) Business Days after the requirements of the 1933 Act and the published rules and regulations thereunder Merger Closing Date (the “Rules Filing Date”), the Company shall prepare and Regulations”file with (or confidentially submit to) adopted by the SEC Commission a “shelf” shelf registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with under Rule 415 of the 1933 ActSecurities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two (2) Business Days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (i) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the date hereof and (ii) the tenth (10th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, thereof amendments supplements and new registration statements as contemplated by Rule 415(a)(6) as may have been required be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files the Shelf Registration Statement on a Form S-1 (the “Form S-1 Shelf”), the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. As soon as practicable following the effective date of this Agreement. The term “a Shelf Registration Statement but in any event within one (1) business day of such date, the Company shall notify the Holders of the effectiveness of such Shelf Registration Statement” as used in this Agreement means such registration statement. (b) Subject to Section 2.3 and Section 2.4, including all exhibits, financial schedules at any time and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including any of (i) the information Sponsor Holder, (ii) the Holders of a majority in interest of the then-outstanding number of Registrable Securities, or (iii) any Holder or group of Holders, if any) contained the total offering price is reasonably expected to equal or exceed, in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitationaggregate, the final prospectus supplement Minimum Demand Threshold, may make a written demand from time to time to elect to sell all or any part of their Registrable Securities (the “Prospectus SupplementDemanding Holder(s)”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein an Underwritten Offering pursuant to the Shelf Registration Statement, any Preliminary Prospectus, which written demand shall describe the Statutory Prospectus (as defined below) amount and type of securities to be included in such Registration and the Prospectus intended method(s) of distribution thereof. The Demanding Holders shall be deemed make such election by delivering to refer the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to and include the documents incorporated by reference therein, including sell pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended such Underwritten Offering (the “1934 ActShelf Underwriting”). As promptly as practicable, on or before but no later than three (3) Business Days after receipt of a Shelf Underwriting Request, the date hereof or are so filed hereafter. Any reference herein Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the terms Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“amend,” “amendment” Shelf Registrable Securities”). The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (i) the Registrable Securities of the Demanding Holders and (ii) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) calendar days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within ten (10) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its commercially reasonable efforts to effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holders, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or “supplement” advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, each Demanding Holder may request, and the Company shall be required to facilitate, an aggregate of three (3) Shelf Underwritings pursuant to this subsection 2.1.1(b) with respect to the any or all Registrable Securities; provided, however, that a Shelf Underwriting shall not be counted for such purposes unless a Registration Statement any Preliminary Prospectushas become effective and all of the Registrable Securities requested by such Demanding Holder to be registered in such Shelf Underwriting have been sold; and provided, further, that the Statutory Prospectus or number of Shelf Underwritings the Prospectus Demanding Holders shall be deemed entitled to refer request shall be reduced by each Demand Registration effected for such Demanding Holder pursuant to and include any such document filed Section 2.1.2. Notwithstanding the foregoing, if a Demanding Holder wishes to engage in an underwritten block trade or to be filed under the 1934 Act after the date similar transaction or other transaction with a two (2)-day or less marketing period (collectively, “Underwritten Block Trade”) off of the a Shelf Registration Statement, any then notwithstanding the foregoing time periods, such Preliminary ProspectusDemanding Holder only needs to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of record of other Registrable Securities shall not be entitled to notice of such Underwritten Block Trade and shall not be entitled to participate in such Underwritten Block Trade and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided, however, that the Statutory Prospectus Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. A majority-in-interest of the Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or Prospectusmore reputable nationally recognized investment banks), as subject to the case may beCompany’s prior written approval (which shall not be unreasonably withheld, and deemed to be incorporated therein by referenceconditioned or delayed).

Shelf Registration Statement. The (a) If the Company is then a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) or otherwise eligible to offer securities under or file with automatic effectiveness, the Company shall file, as promptly as reasonably practicable following the Closing Date (which, for the avoidance of doubt, shall be within five (5) Business Days following the Closing Date, assuming each Holder has prepared and filed in conformity with timely provided the requirements of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”Requested Information pursuant to Section 1.8(a) adopted by the SEC below), a “shelf” registration statement on Form S-3 or any successor form thereto (No. 333-230854), which became effective “Form S-3”) providing for an offering to be made on April 24, 2019, a continuous basis pursuant to Rule 415 under the Securities Act (a “Shelf Registration Statement”) in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto registering all Registrable Securities then held by the Holders and including a base prospectus plan and method of distribution substantially in the form of Exhibit A hereto. If the Company is not expected to be a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) immediately following the Closing Date, then, subject to the availability of a registration statement on Form S-3 to the Company, any of the Demand Stockholders may by written notice delivered to the Company (the “Base ProspectusShelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Shelf Registration Statement relating to common stockthe offer and sale, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, of an amount of Registrable Securities then held by such Demand Stockholders that equals or is greater than the Registrable Amount and including the information (if any) contained a plan and method of distribution substantially in the form of final prospectus filed with Exhibit A. For the SEC pursuant to Rule 424(b) avoidance of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitationdoubt, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” Company may satisfy its obligations with respect to the filing of a Shelf Registration Statement any Preliminary Prospectus, by filing with the Statutory Prospectus Commission and providing the Demand Stockholders with a prospectus supplement under a “universal” or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date other shelf registration statement of the Company that also registers sales of securities for the account of the Company or other holders (provided, for the avoidance of doubt, that the Company shall comply with all of its other obligations under this Agreement with respect to a Shelf Registration Statement, including Section 1.3(c)), it being agreed that, if available, the Company shall file such a prospectus supplement in lieu of a new Shelf Registration Statement, unless the Company and the Demand Stockholders otherwise agree. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 1.3(a), the Company will deliver written notice thereof to all Other Holders. Each Other Holder may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with this Agreement and the plan and method of distribution set forth in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such Preliminary ProspectusHolder of Registrable Securities. (c) Subject to Section 1.3(d), the Statutory Prospectus Company will use its reasonable best efforts to keep a Shelf Registration Statement continuously effective until the earlier of (i) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or Prospectus, as the case may be, and deemed otherwise cease to be Registrable Securities; and (ii) the date on which this Agreement terminates pursuant to Section 3.1. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Holders whose Registrable Securities are registered under the Shelf Registration Statement, to require such Holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period, the Company shall deliver to such Holders a certificate signed by the chief executive officer, the chief financial officer or the general counsel of the Company certifying that, in the good faith judgment of the Company, the conditions described in the definition of Blackout Period are met. After the expiration of any Blackout Period and without any further request from a Holder of Registrable Securities, the Company to the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall promptly provide written notice to the Holders whose Registrable Securities are registered under the Shelf Registration Statement of the expiration of any Blackout Period. (e) At any time that a Shelf Registration Statement is effective, if one or more Demand Stockholders deliver a notice to the Company (a “Take-Down Notice”) stating that such Demand Stockholder(s) intend to sell a Registrable Amount of Registrable Securities on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), the Company shall promptly, and in a manner reasonably agreed with such Demand Stockholder(s) amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with (x) a Non-Marketed Underwritten Shelf Offering that will be completed prior to the one (1) year anniversary of the Closing Date or (y) a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any Other Holders pursuant to this Section 1.3). The Demand Stockholders shall have the right to request only a total of four (4) Shelf Offerings pursuant to this Section 1.3(e) and (i) any Marketed Underwritten Shelf Offering shall be subject to the provisions of Section 1.1(e)(ii) as if such Underwritten Shelf Offering were a Demand Registration and (ii) the Demand Stockholders cannot effect any Non-Marketed Underwritten Shelf Offering within 30 days of any other Underwritten Shelf Offering. (f) Except as provided in the immediately succeeding sentence, the right of the Other Holders to offer and sell Registrable Securities registered on a Shelf Registration Statement shall be limited to sales by such Other Holders in transactions satisfying the requirements of Rule 144(f) under the Securities Act. For the avoidance of doubt, no Other Holders will be entitled to participate in Shelf Offerings unless the Demand Stockholders determine otherwise in a written notice delivered to the Company and such Other Holders. (g) For the avoidance of doubt, any Shelf Offering will be subject to Sections 1.1(g) and (h).

Shelf Registration Statement. The (a) Unless the Company has prepared and filed is not a well-known seasoned issuer (as defined in conformity with Rule 405 under the requirements Securities Act) at the effective time of the 1933 Act and Mergers or otherwise ineligible to offer securities under or file with automatic effectiveness, the published rules and regulations thereunder Company shall file, as promptly as reasonable practicable following the effective time of the Mergers (which, for the “Rules and Regulations”avoidance of doubt, shall be within five (5) adopted by Business Days of the SEC effective time of the Mergers), a “shelf” registration statement on Form S-3 or any successor form thereto (No“Form S-3”) providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (a “Shelf Registration Statement”) in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto registering all Registrable Securities then held by the Demand Stockholders. 333If the Company is not expected to be a well-230854)known seasoned issuer (as defined in Rule 405 under the Securities Act) immediately following the effective time of the Mergers, which became effective then, subject to the availability of a registration statement on April 24Form S-3 to the Company, 2019, including a base prospectus any of the Demand Stockholders may by written notice delivered to the Company (the “Base ProspectusShelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Shelf Registration Statement relating to common stockthe offer and sale, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of an amount of Registrable Securities then held by such Demand Stockholders that equals or is greater than the information Registrable Amount. (if anyb) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 1.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 1.3(d), the Company will use its reasonable best efforts to keep a Shelf Registration Statement continuously effective until the earlier of (i) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (ii) the date on which this Agreement terminates pursuant to Section 3.1. (d) Notwithstanding anything to the contrary contained in this Agreement, the form of final prospectus filed with Company shall be entitled, from time to time, by providing written notice to the SEC pursuant Demand Stockholders requesting registration or whose Registrable Securities are registered under the Shelf Registration Statement, to Rule 424(b) require such Demand Stockholders to suspend the use of the Rules and Regulations and deemed prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period, the Company shall deliver to be part thereof at such Demand Stockholders a certificate signed by either the time of effectiveness pursuant to Rules 430A and 430B chief executive officer or the chief financial officer of the Rules and Regulations. The term “Preliminary Prospectus” means Company certifying that, in the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 good faith judgment of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitationCompany, the final conditions described in the definition of Blackout Period are met. After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company to the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus supplement will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) At any time that a Shelf Registration Statement is effective, if one or more Demand Stockholders deliver a notice to the Company (a “Prospectus SupplementTake-Down Notice”) stating that such Demand Stockholder(s) intend to sell a Registrable Amount of Registrable Securities on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), filed the Company shall promptly, and in a manner reasonably agreed with such Demand Stockholder(s) amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to and within the limits described in Rule 424(b) with the SEC Shelf Offering (taking into account, solely in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectusa Marketed Underwritten Shelf Offering, the Statutory Prospectus inclusion of Registrable Securities by any other Demand Stockholders pursuant to this Section 1.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (as defined belowincluding an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) unless the Take-Down Notice is executed by or on behalf of all the Demand Stockholders (even if all the Demand Stockholders are not participating in such Marketed Underwritten Shelf Offering), the Company shall forward the Take-Down Notice to all other Demand Stockholders whose Registrable Securities are included on the Shelf Registration Statement and the Company and such proposing Demand Stockholder(s) shall permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Stockholder(s) and the Prospectus Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) any Marketed Underwritten Shelf Offering shall be subject to the provisions of Section 1.1(e)(ii) as if such Marketed Underwritten Shelf Offering were a Demand Registration (provided, that references therein to six months shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”four months), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Shelf Registration Statement. The Company has prepared (a) From and filed in conformity with after the requirements date that is three (3) months after the Closing Date, subject to the terms and conditions hereof, and further subject to the availability of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement on Form S-3 or any successor form thereto (No. 333-230854)“Form S-3”) to the Company, which became effective on April 24, 2019, including a base prospectus any of the Demand Stockholders may by written notice delivered to the Company (the “Base ProspectusShelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to common stockthe offer and sale, preferred stockfrom time to time, warrantsof an amount of Registrable Securities then held by such Demand Stockholders that equals or is greater than the Registrable Amount. Notwithstanding the foregoing, rights from and after the date that is three (3) months after the Closing Date, to the extent that the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), a Shelf Notice shall not be required and the Company shall file, as soon as reasonably practicable following the date that is three (3) months after the Closing Date, the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or units any successor form thereto registering all Registrable Securities then held by such Demand Stockholders. Notwithstanding anything to the contrary, if in its reasonable best efforts, the Company is not able to provide the financial statements regarding LVB required to be included in the Shelf Registration Statement under Regulation S-X promulgated under the Securities Act, it shall be deemed to be reasonably practicable to file the Shelf Registration Statement no later than six (6) months after the Closing Date (or, if later, two (2) months after the delivery of a Shelf Notice); provided that the Company will continue use its reasonable best efforts to complete such required financial statements as soon as possible after such three (3) month period or Shelf Notice, as applicable. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 4.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 4.3(d), the Company will use its reasonable best efforts to keep a Shelf Registration Statement continuously effective until the earlier of (i) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities and (ii) the date on which this agreement terminates pursuant to Section 6.1. (d) If the continued use of such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice (which includes an approximation of the anticipated delay or, if the Company is unable to provide an approximation of the anticipated delay, a signed certificate from the Chief Executive Officer or Chief Financial Officer of the Company that may be sold from time to time by certifying that, in the good faith judgment of the Company, in accordance with Rule 415 the Company is unable to provide an approximation of the 1933 Actanticipated delay) of such action to the Demand Stockholders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than two (2) times in any twelve (12) month period or (ii) for more than sixty (60) days during any six (6) month period. In the case of a Shelf Suspension, the Demand Stockholders agree to suspend use of the applicable prospectus and any Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon the commencement of a Shelf Suspension. The Company shall as promptly as practicable notify the Demand Stockholders upon the termination of any Shelf Suspension, amend or supplement the prospectus or any Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Demand Stockholders such amendmentsnumbers of copies of the prospectus so amended or supplemented or any Free Writing Prospectus as the Demand Stockholders may reasonably request. The Company shall, if necessary, as promptly as practicable supplement or make amendments (including post-effective amendments) to the Shelf Registration Statement, thereof if required by the registration form used by the Company for the Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or as may have been required reasonably be requested by any of the Demand Stockholders in accordance with Section 4.3(a). (e) At any time that a Shelf Registration Statement is effective, if any Demand Stockholder delivers a notice to the date of this Agreement. The term Company (a “Registration Statement” as used in this Agreement means such registration statement, including Take-Down Notice”) stating that it intends to sell all exhibits, financial schedules and all documents and information deemed to be or part of its Registrable Securities included by it on the Shelf Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if anya “Shelf Offering”) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term an Underwritten Offering (an “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus SupplementUnderwritten Shelf Offering”), filed then, the Company shall promptly amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to and within the limits described in Rule 424(b) with the SEC Shelf Offering (taking into account, solely in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectusan Underwritten Shelf Offering, the Statutory Prospectus inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Underwritten Shelf Offering: (as defined belowi) the Company shall forward the Take-Down Notice to all other holders of Registrable Securities included on the Shelf Registration Statement and the Company and such proposing Demand Stockholder(s) shall permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Underwritten Shelf Offering if such holder notifies the proposing Demand Stockholder(s) and the Prospectus Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Stockholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Underwritten Shelf Offering only such securities that can be sold without such adverse effect as advised by such lead managing underwriter(s) to the proposing Demand Stockholder(s), and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) (provided that references therein to six (6) months shall be deemed to refer be references to four (4) months) and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”Section 4.1(g), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Shelf Registration Statement. The Company has prepared (a) From and filed in conformity with after the requirements expiration of the 1933 Act Restricted Period, subject to the terms and conditions hereof, and further subject to the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC availability of a “shelf” registration statement on Form S-3 or any successor form thereto (No. 333-230854)“Form S-3”) to the Company, which became effective on April 24, 2019, including a base prospectus any of the Demand Stockholders may by written notice delivered to the Company (the “Base ProspectusShelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to common stockthe offer and sale, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of an amount of Registrable Securities then held by such Demand Stockholders that equals or is greater than the information Registrable Amount. Notwithstanding the foregoing, to the extent that upon the expiration of the Restricted Period the Company is a well-known seasoned issuer (if any) contained as defined in Rule 405 under the Securities Act), a Shelf Notice shall not be required and the Company shall file, as soon as reasonably practicable following the expiration of the Restricted Period, the Shelf Registration Statement in the form of final prospectus filed an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto registering all Registrable Securities then held by any holder of Registrable Securities. (b) Within five (5) days after receipt of a Shelf Notice pursuant to Section 4.3(a), the Company will deliver written notice thereof to all holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the SEC plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within five (5) days after the Shelf Notice is given by the Company. (c) Subject to Section 4.3(d), the Company will use its reasonable best efforts to keep the Shelf Registration Statement, or any renewal Shelf Registration Statement upon the expiration of the prior Shelf Registration Statement, continuously effective until the earlier of (i) three (3) years after the initial Shelf Registration Statement has been declared effective; (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (iii) the date on which this Agreement terminates pursuant to Rule 424(bSection 6.1. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to any holder of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holder of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the Rules definition thereof, the Company shall deliver to the Demand Stockholders and Regulations and deemed to be part thereof at Xxxx, a certificate signed by either the time of effectiveness pursuant to Rules 430A and 430B chief executive officer or the chief financial officer of the Rules and RegulationsCompany certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. The term “Preliminary Prospectus” means Such certificate shall contain an approximation of the Base Prospectusanticipated delay or, together if the Company is unable to provide an approximation of the anticipated delay, a certification that the Company is unable to provide an approximation of the anticipated delay. During such Blackout Period, holders of Registrable Securities who elected to participate in the Shelf Registration Statement agree to suspend use of the applicable prospectus or any Free Writing Prospectus in connection with any preliminary prospectus supplement used sale or filed with the SEC pursuant purchase, or offer to Rule 424 sell or purchase, Registrable Securities, upon distribution of the Rules written notice referred to above. After the termination of the Blackout Period and Regulations. The term “Prospectus” means the Base Prospectus, without any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitationrequest from a holder of Registrable Securities, the final Company shall, to the extent necessary, as promptly as reasonably practicable, supplement, make amendments to or prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or any Free Writing Prospectus or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus supplement will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) At any time that a Shelf Registration Statement is effective, if any Demand Stockholder delivers a notice to the Company (a “Prospectus SupplementTake-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), filed then, the Company shall promptly amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering: (i) the Company shall within three (3) Business Days send the Take-Down Notice to any holder of Registrable Securities included on the Shelf Registration Statement and the Company and such proposing Demand Stockholder(s) shall permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in such Underwritten Offering if such holder notifies the proposing Demand Stockholder(s) and the Company within three (3) days after distribution of the Take-Down Notice by the Company; (ii) the Company shall not be required to include the Registrable Securities of a holder in such Underwritten Offering unless (A) such holder accepts the terms of the underwriting as agreed upon between the Demand Stockholder and the lead managing underwriter(s), and (B) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements, lock-up letters and any other documents reasonably required under the terms of such arrangements within the limits described timeframes reasonably required by the Company and the lead managing underwriter(s); and (iii) if the lead managing underwriter(s) advises the Company and the proposing Demand Stockholder(s) that, in Rule 424(b) with its opinion, the SEC inclusion of all of the securities sought to be sold in connection with such Underwritten Offering would adversely affect the proposed sale success thereof, then there shall be included in such Underwritten Offering only such securities as the proposing Demand Stockholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the Securities contemplated by same manner as described in Section 4.1(g). Except as otherwise expressly specified in this Agreement through the date of such Prospectus Supplement. Unless otherwise stated hereinSection 4.3, any reference herein Shelf Offering that is an Underwritten Offering where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an electronic road show) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”) shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration Statement(i.e., any Preliminary Prospectusas if such Marketed Underwritten Shelf Offering were a Demand Registration), the Statutory Prospectus including Section 4.1(e)(ii) (as defined belowprovided that references therein to six (6) and the Prospectus months shall be deemed to refer be references to four (4) months) and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”Section 4.1(g), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Shelf Registration Statement. The Company has prepared 4.1. Subject to the conditions of this Section 4, at any time after the earlier of April 30, 2007 and filed in conformity with the requirements registration of the 1933 Act and Company’s Ordinary Shares under Section 12(g) of the published rules and regulations thereunder Exchange Act, if the Company shall receive a written request(s) from any Holder(s), holding, in the aggregate, not less than 10% of the Original Registrable Securities (subject the “Rules and Regulations”) adopted by last sentence of this Section 4.1), that the SEC Company file a “shelf” registration statement for an offering to be made on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating delayed or continuous basis pursuant to common stock, preferred stock, warrants, rights or units Rule 415 of the Company that may be sold Securities Act registering the resale from time to time by the Holders thereof of all of the relevant Registrable Securities (the “Shelf Registration Statement”), then the Company shall, within thirty (30) days of the delivery thereof, give written notice of such request to all Holders, which may elect to join in such request, as specified in a written request given within fifteen (15) days after delivery of the Company, ’s written notice. The Shelf Registration Statement shall be on Form F-3 or another appropriate registration statement permitting registration of such Registrable Securities for resale by the Holders in accordance with Rule 415 the methods of the 1933 Act, distribution elected by them and set forth in such amendments, including post-effective amendments, thereof as may have been required to the date of this AgreementShelf Registration Statement. The term “Company shall use its reasonable efforts to cause the Shelf Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed Statement to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed declared effective under the Securities Exchange Act within 3 months after the Holders’ initial request in accordance with this Section and to keep such Shelf Registration Statement continuously effective under the Securities Act until the earlier of 1934, as amended (the “1934 Act”), on or before i) two years following the date hereof or are so filed hereaftersuch registration was declared effective and (ii) the disposition of all Registrable Securities included in such Shelf Registration Statement. Any reference herein As long as the Bank holds at least 75% of the Original Registrable Securities held by the Bank, the Bank shall have the right, alone, to the terms “amend,” “amendment” or “supplement” with respect to the require a Shelf Registration Statement any Preliminary Prospectusunder this Section 4.1, at the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act earlier of (a) three (3) years after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may behereof, and deemed to be incorporated therein by reference(b) 30 days after one registration statement is effected under Sections 2 or 4 hereunder, or is effected under Section 3, provided Registrable Securities are actually included in such registration, and, in each case, is declared effective.

Shelf Registration Statement. The Company has prepared (a) From and filed in conformity with after the requirements expiration of the 1933 Act First Step Restricted Period (subject, as applicable, to the Pre-Second Step Restricted Period) and/or the Second Step Restricted Period, as applicable, subject to the terms and conditions hereof, and further subject to the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC availability of a “shelf” registration statement on Form S-3 or any successor form thereto (No. 333-230854)“Form S-3”) to the Company, which became effective on April 24, 2019, including a base prospectus any of the Demand Shareholders may by written notice delivered to the Company (the “Base ProspectusShelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to common stockthe offer and sale, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the information Registrable Amount (if any) contained the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of final prospectus filed an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 5.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the SEC pursuant plan and method of distribution set forth, or to Rule 424(bbe set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 5.3(d), the Company will use its reasonable best efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) three (3) years after the Shelf Registration Statement has been declared effective; (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (iii) the date on which the holders of Registrable Securities, in the aggregate, no longer hold Registrable Securities that represent at least 2.0% of the Total Voting Power; provided, that the Company’s obligations under this Section 5.3(c) shall cease after completion of the fifth (5th) Shelf Offering by the Demand Shareholders (taking into account the time periods described in Section 5.1(c) as if such Shelf Offering were a Demand Registration). (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the Rules and Regulations and deemed definition thereof, the Company shall deliver to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Rules and Regulations. The term “Preliminary Prospectus” means Company certifying that, in the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 good faith judgment of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitationBoard, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits conditions described in Rule 424(bclause (ii) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through definition of Blackout Period are met. Such certificate shall contain an approximation of the date anticipated delay. After the expiration of such Prospectus Supplement. Unless otherwise stated hereinany Blackout Period and without any further request from a holder of Registrable Securities, any reference herein the Company to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (extent necessary shall as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, promptly as amended (the “1934 Act”), on reasonably practicable prepare a post-effective amendment or before the date hereof or are so filed hereafter. Any reference herein supplement to the terms “amend,” “amendment” or “supplement” with respect to the Shelf Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include prospectus, or any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) At any time that a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all of part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), then, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 5.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 5.1(g). Except as otherwise expressly specified in this Section 5.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article V as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 5.1(e)(ii) and Section 5.1(g).

Shelf Registration Statement. The (a) As soon as practicable but no later than sixty (60) Business Days after the later of (x) the first anniversary of the date hereof or (y) the first date upon which the Company has prepared and shall have qualified for the use of a Registration Statement on Form S-3 or any other form which permits incorporation of substantial information by reference to other documents filed in conformity by the Company with the requirements of the 1933 Act and the published rules and regulations thereunder Commission (the “Rules Filing Date”), the Company shall prepare and Regulations”file with (or confidentially submit to) adopted by the SEC Commission a “shelf” shelf registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with under Rule 415 of the 1933 ActSecurities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis (and which may also cover any other securities of the Company) and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the 60th calendar day (or 80th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the Filing Date and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, thereof and supplements as may have been required be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. (b) Subject to Section 2.3 and Section 2.4, at any time after the effectiveness of the Shelf Registration Statement, the Demanding Holders may make a written demand from time to time to elect to sell all or any part of their Registrable Securities, with a total offering price reasonably expected to exceed, in the aggregate, the Minimum Demand Threshold, pursuant to an Underwritten Offering pursuant to the date Shelf Registration Statement, which written demand shall describe the amount and type of this Agreementsecurities to be included in such Registration and the intended method(s) of distribution thereof. The term Demanding Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement” Statement (“Shelf Registrable Securities”). The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (x) the Registrable Securities of the Demanding Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as used expeditiously as possible (and in this Agreement means any event within fifteen (15) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holders, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, including any post-effective amendments and otherwise take any action necessary to include therein all exhibits, financial schedules disclosure and all documents and information language deemed necessary or advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to be part of the effect such Shelf Underwriting. Once a Shelf Registration Statement by incorporation by reference or otherwisehas been declared effective, as amended from time the Demanding Holders may request, and the Company shall be required to time, including the information facilitate an aggregate of two (if any2) contained in the form of final prospectus filed with the SEC Shelf Underwritings pursuant to Rule 424(bthis subsection 2.1.1(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to any or all Registrable Securities, which number of Shelf Underwritings that the Company shall be required to facilitate shall be reduced by the number of any Demand Registrations pursuant to subsection 2.1.2; provided, however, that, in each case, a Shelf Underwriting shall not be counted for such purposes unless a Registration Statement any Preliminary Prospectus, has become effective and all of the Statutory Prospectus or Registrable Securities requested by the Prospectus shall be deemed to refer to and include any such document filed or Demanding Holders to be filed under the 1934 Act after the date registered on behalf of the Registration Statement, any Demanding Holders in such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referenceShelf Underwriting have been sold.

Shelf Registration Statement. The Company If the issuance of the Merger Shares is exempt from registration under the Securities Act, by not later than fifteen (15) business days after the Closing, Buyer shall have filed a registration statement under the Securities Act on Form F-3 or S-3 (as applicable) (or any successor short form registration statement involving a similar amount of disclosure; or if then ineligible to use any such form, then any other available form of registration statement) for a public offering of the Merger Shares to be made on a continuous basis pursuant to Rule 415 of the Securities Act (the "Shelf Registration Statement"); provided that Buyer may exclude from the Shelf Registration Statement the Shares of any Stockholder who has prepared and filed failed to provide Buyer with any information reasonably requested of such Stockholder in conformity writing by Buyer in connection with the requirements preparation of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”Shelf Registration Statement." 4. Section 7.2(h) adopted by the SEC a “shelf” registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units of the Agreement is hereby deleted in its entirety. 5. Seagate Technology, Inc. hereby agrees that it shall convert, into shares of Company that may be sold Common Stock, its Convertible Note from time to time by the Company, in accordance with Rule 415 the maximum principal amount of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”)$5,000,000, on or before the date hereof or are so filed hereafterClosing Date, such conversion to be in accordance with the terms of such note. 6. Any reference herein The Company hereby represents and warrants to the terms “amend,” “amendment” or “supplement” with respect to Buyer and Sub that, as of the Registration Statement any Preliminary Prospectusdate hereof, the Statutory Prospectus or sum of (a) the Prospectus shall be deemed to refer to total number of shares of Company Common Stock outstanding (assuming the conversion into Common Stock of all shares of Company Preferred Stock and include any such document filed or to be filed under the 1934 Act after the date conversion of the Registration StatementConvertible Note held by Seagate (described in the preceding paragraph)) and (b) the total number of shares issuable upon exercise of outstanding options of the Company, any such Preliminary Prospectusexclusive of the options for a total of 311,900 shares of Common Stock granted in May 2000 which have an exercise price of $4.05 per share, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referencedoes not exceed 35,170,345. [Signature pages follow.]

Shelf Registration Statement. The (a) Subject to the terms and conditions hereof, and further subject to the availability of Form S-3 to the Company, the Company has prepared shall file as soon as reasonably practicable, and filed in conformity with the requirements any case, within 30 days of the 1933 Act later of the date of this Agreement and the published rules and regulations thereunder (date that the “Rules and Regulations”) adopted by the SEC Company is eligible to register Registrable Securities on a “shelf” registration statement on Form S-3 (No. 333-230854)S-3, which became and use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3, providing for an offering to be made on April 24, 2019, including a base prospectus (continuous basis pursuant to Rule 415 under the “Base Prospectus”) Securities Act relating to common stockthe offer and sale, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of an amount of Registrable Securities equal to the information Warrant Shares (if any) contained the “Shelf Registration Statement”). With respect to such Shelf Registration Statement, the Investor shall be deemed to be the Demand Shareholder. To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of final prospectus filed with an automatic shelf registration statement (as defined in Rule 405 under the SEC Securities Act) or any successor form thereto. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof an automatic shelf registration statement at the time of effectiveness filing of the automatic shelf registration statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company may also amend an existing registration statement on Form S-3, including by post-effective amendment, in order to fulfill its obligations hereunder. Notwithstanding the foregoing, the Company will not file a Shelf Registration Statement if it receives a request from Investor in writing prior to filing the same requesting that the Company not file the Shelf Registration Statement. The Company will thereafter not be required to file the Shelf Registration Statement until the Company receives a written request from Investor, in which case the Company will proceed to file the Shelf Registration Statement as soon as reasonably practicable and subject to the terms of this Agreement. (b) Subject to Section 6.2(d), the Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold ACTIVE/117762661.12 thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities. (c) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any such determination, each Demand Shareholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to Rules 430A and 430B clause (ii)(y) of the Rules and Regulations. The term “Preliminary Prospectus” means definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 duration of the Rules Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and Regulations. The term “Prospectus” means promptly halt any use, publication, dissemination or distribution of the Base ProspectusShelf Registration Statement, any Preliminary Prospectus each prospectus included therein, and any amendments amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (d) After the expiration of any Blackout Period and without any further supplements to such prospectus filed with the SEC, and including, without limitationrequest from a holder of Registrable Securities, the final Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus supplement will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) At any time that a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Prospectus SupplementTake-Down Notice”) stating that it intends to sell all of part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), filed then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering. Such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other Demand Shareholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in ACTIVE/117762661.12 the Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within two (2) Business Days after delivery of the limits described Take-Down Notice to such holder. If the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in Rule 424(b) with its opinion, the SEC inclusion of all of the securities sought to be sold in connection with such Shelf Offering would materially and adversely affect the proposed sale success thereof, then there shall be included in such Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the Securities contemplated by same manner as described in Section 6.1(g). Except as otherwise expressly specified in this Agreement through the date of such Prospectus Supplement. Unless otherwise stated hereinSection 6.2, any reference herein Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article VI as would be applicable to a Demand Registration Statement(i.e., any Preliminary Prospectusas if such Shelf Offering were a Demand Registration), including Section 6.1(e)(ii) and Section 6.1(g). (f) Any time that a Shelf Offering involves an Underwritten Offering, the Statutory Prospectus (as defined belowRequesting Shareholder(s) shall select the investment banker(s) and the Prospectus shall be deemed to refer to manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” underwriters with respect to the Registration Statement any Preliminary Prospectusoffering of such Registrable Securities; provided, the Statutory Prospectus or the Prospectus that such investment banker(s) and manager(s) shall be deemed reasonably acceptable to refer to and include any the Company (such document filed or acceptance not to be filed under the 1934 Act after the date of the Registration Statementunreasonably withheld, any such Preliminary Prospectus, the Statutory Prospectus conditioned or Prospectus, as the case may be, and deemed to be incorporated therein by referencedelayed).

Shelf Registration Statement. The Company has prepared and filed in conformity will use its reasonable best efforts to file with the requirements SEC, as promptly as practicable, but no later than the close of business on the 1933 Act and fifth Business Day following the published rules and regulations thereunder date on which the Company files its Quarterly Report on Form 10-Q for the period ended September 30, 2021 (the “Rules and Regulations”) adopted or if a later time for filing is requested by the SEC PIMCO Investors, at such later time), a “shelf” shelf registration statement on Form S-3 (No. 333-230854)or successor form) pursuant to Rule 415 under the Securities Act (which registration statement, which became effective on April 24if the Company is eligible to file such, 2019, including shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a base prospectus (the “Base ProspectusShelf Registration Statement”) relating to common stock, preferred stock, warrants, rights or units the offer and resale of the Company that may be sold Registrable Securities by any Stockholder at any time and from time to time by following the Company, date on which the Shelf Registration Statement is filed in accordance with Rule 415 the methods of distribution set forth in the Plan of Distribution section of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Shelf Registration Statement, any Preliminary Prospectusand, if such Shelf Registration Statement is not immediately effective, the Statutory Prospectus (as defined below) and the Prospectus Company shall use its reasonable best efforts to cause such Shelf Registration Statement to be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed declared or otherwise become effective under the Securities Exchange Act Act. For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of 1934the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as amended described in Section 2(i) hereof, and shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “1934 ActShelf Period”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Shelf Registration Statement. The No later than ninety (90) days after the Closing Date, the Company has prepared shall prepare and filed in conformity file with the requirements of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a “shelf” Shelf Registration Statement (which shall include, to the extent possible under the Act and any SEC regulations, pledgees and distributees of any selling stockholder under the caption "plan of distribution" contained in such Shelf Registration Statement) with respect to all Conversion Shares and Warrant Shares and use its reasonable efforts to cause such Shelf Registration Statement to become effective and keep such registration statement effective (a) until such time as all Conversion Shares and Warrant Shares have been sold or disposed of thereunder or sold, transferred or otherwise disposed of (other than pursuant to a pledge or distribution of such Registrable Securities) to a person that is not a member of the Investor Group, (b) with respect to any Warrant Shares for which the Warrant has not been exercised prior to its expiration, until such time as the Warrant has expired or (c) until the date on Form S-3 which the sum of (No. 333-230854), which became effective on April 24, 2019, including i) the number of shares of Registrable Securities held by a base prospectus Holder plus (ii) the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units number of other shares of Common Stock and other Equity Securities of the Company that may be sold from time to time by convertible into or exercisable or exchangeable for Common Stock within the Companyimmediately succeeding three (3) month period, determined on an as converted basis, in accordance with Rule 415 each case not constituting Registrable Securities, held by a Holder, plus (iii) the number of shares of Common Stock sold by such Holder in the immediately preceding three months is less than one percent of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part outstanding Common Stock of the Registration Statement by incorporation by reference or otherwise, Company as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to determined under Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed 144 under the Securities Exchange Act or any similar law. Notwithstanding the foregoing, if the Company shall furnish to Investor a certificate signed by the Chief Executive, Chief Operating, or Chief Financial Officer of 1934the Company stating that, as amended (in the “1934 Act”)good faith judgment of a majority of the disinterested directors, on or before the date hereof or are so filed hereafter. Any reference herein it would be materially detrimental to the terms “amend,” “amendment” or “supplement” with respect Company for such registration statement to the Registration Statement any Preliminary Prospectusbe filed, the Statutory Prospectus or Company shall have the Prospectus shall be deemed right to refer to and include any defer such document filed or to be filed under filing for a period of not more than 90 days; provided, however, that the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case Company may be, and deemed to be incorporated therein by referencenot utilize this right more than once.

Shelf Registration Statement. The Company has prepared (a) Subject to the terms and filed in conformity with conditions hereof, and further subject to the requirements availability of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement on Form S-3 S‑3 or any successor form thereto (No. 333-230854)“Form S‑3”) to the Company, which became effective on April 24, 2019, including a base prospectus any of the Demand Shareholders may by written notice delivered to the Company (the “Base ProspectusShelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S‑3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to common stockthe offer and sale, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the information Registrable Amount (if any) contained the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of final prospectus filed with an automatic shelf registration statement (as defined in Rule 405 under the SEC Securities Act) or any successor form thereto. If registering a number of Registrable Securities, the SV:315627.6 1001640689v15 Company shall pay the registration fee for all Registrable Securities to be registered pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof an automatic shelf registration statement at the time of effectiveness filing of the automatic shelf registration statement and shall not elect to pay any portion of the registration fee on a deferred basis. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Rules 430A and 430B Section 4.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed Shelf Registration Statement in accordance with the SEC pursuant plan and method of distribution set forth, or to Rule 424 be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 4.3(d), the Rules Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) three (3) years after the Shelf Registration Statement has been declared effective; and Regulations. The term “Prospectus” means (ii) the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the SEC, plan and including, without limitation, method of distribution disclosed in the final prospectus supplement (included in the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Shelf Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or otherwise cease to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referenceRegistrable Securities.

Shelf Registration Statement. (a) The Company has prepared shall prepare and filed in conformity with file, and shall use its commercially reasonable efforts to cause to be declared effective by the requirements SEC by no later than the last day of the 1933 Act and the published rules and regulations thereunder Restricted Period, a registration statement (the “Rules and RegulationsShelf Registration Statement”) adopted under Rule 415 of the Securities Act covering all the Registrable Securities held by, or issuable upon conversion of the Notes held by, all Holders who have delivered to the Company the information requested by the SEC Company pursuant to Section 8.5, and the Company shall keep such Shelf Registration Statement effective until the earlier of (i) the date on which no Registrable Securities remain outstanding, (ii) the date on which all the Registrable Securities have been sold or may be sold without volume restrictions pursuant to Rule 144(k) of the Securities Act (or any similar provision then in force) or (iii) the date which is five years after the date of this Agreement or, if payment of the Note is to be made by the Company at the Final Maturity Date (as defined in the Note) in Ordinary Shares, 180 days after such five-year date. The Holders will only offer and sell Registrable Securities in a “shelf” transaction that is covered by the plan of distribution specified in the Shelf Registration Statement or is exempt from registration statement on Form S-3 under the Securities Act. (Nob) Each Holder shall, to the extent practicable, endeavor to provide the Company with reasonable prior written notice to the Company of its intention to sell Registrable Securities under the Shelf Registration Statement so that the Company can determine if it needs to deliver a Suspension Notice pursuant to Section 8.6(a) hereof or supplement the Shelf Registration Statement. 333-230854), which became effective on April 24, 2019, including a base prospectus Such notice by the Holder shall in any event be provided not less than one (1) business day prior to such Holder effecting any such sale. The Holders may provide such notice by sending an email to each of the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units representatives of the Company that may be sold identified by the Company from time to time by written notice to the Purchasers (which shall always include no fewer than three (3) such representatives) no later than 4:00 p.m. Pacific Time on any business day, which notice may contemplate possible sales by the Holder over a period of time not to exceed one (1) week and which is not required to specify the number of Registrable Securities proposed to be sold, the method of distribution or the proposed purchaser. The delivery of notice to the Company pursuant to this Section 8.1(b) will not obligate the Holder to make any proposed sales. (c) At the request of the Holders, the Shelf Registration Statement may involve an underwritten offering or any other plan of distribution desired by the Holders, provided that the minimum aggregate sales price of the Registrable Securities proposed to be sold in such underwritten offering shall be equal to or greater than $100 million. In the event of an underwritten offering pursuant to this Section 8.1, the investment banker(s), underwriter(s) and manager(s) for such registration shall be selected by the Holders of a majority of the Registrable Securities that have been registered pursuant to the Shelf Registration Statement; provided, however, that such investment banker(s), underwriter(s) and manager(s) shall be reasonably satisfactory to the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Shelf Registration Statement. (a) The Company has prepared and filed in conformity with will upon written ---------------------------- request from the requirements of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC Purchaser file a “"shelf” " registration statement on Form S-3 pursuant to Rule 415 under the Securities Act (No. 333-230854the "Shelf Registration ------------------ Statement"), which became with respect to the sale of the Registrable Securities. The Company shall use all commercially reasonable efforts to have the Shelf Registration Statement declared effective on April 24by the Commission under the Securities Act as promptly as practicable thereafter and to keep the Shelf Registration Statement effective for a period of 180 days. The Company's obligations with respect to the Shelf Registration Statement shall be subject to the limitations set forth below. (b) Notwithstanding the foregoing, 2019, including if the Company shall furnish to the Purchaser a base prospectus (certificate signed by the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights or units President of the Company stating that may be sold from time to time by in good faith judgment of the Board of Directors of the Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may have been required it would be seriously detrimental to the date Company and its stockholders for a Shelf Registration Statement to be filed and it is therefore essential to defer the filing of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed the Company shall have the right to be part defer such filing for a period of not more than 180 days after receipt of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) request of the Rules Purchaser; provided, however, that the Company many not utilize this -------- ------- right more than once in any twelve-month period. (c) In addition and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”)Company shall not be obligated to effect, filed or to take any action to effect, any registration pursuant to this Section 2; --------- (i) After the Company has effected three registrations requested by the Purchaser pursuant to this Section 2 and within such registrations have --------- been declared or ordered effective; or (ii) During the limits described in Rule 424(b) period starting with the SEC in connection with date 60 days prior to the proposed sale Company's good faith estimate of the Securities contemplated by this Agreement through the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section ------- 3 hereof; provided that the Company is actively employing in good faith all - commercially reasonable efforts to cause such Prospectus Supplement. Unless otherwise stated herein, any reference herein registration statement to become effective. (d) It shall be a condition precedent to the Registration Statement, obligations of the Company to take any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including action pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” this Section 2 with respect to the Registration Statement any Preliminary Prospectus--------- Registrable Securities of the Purchaser that the Purchaser furnish to the Company such information regarding itself, the Statutory Prospectus or Registrable Securities held by it, and the Prospectus intended method of disposition of such securities as shall be deemed required to refer to and include any effect the registration of such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by referenceHolder's Registrable Securities.

Shelf Registration Statement. The Company has prepared (a) Parent shall, on the terms and conditions hereinafter provided, use its best efforts to cause to be filed in conformity a Shelf Registration Statement no later than the date which is 90 days after the date hereof (the "Filing Deadline"), and thereafter proceed to use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission no later than 180 days after the date hereof (the date on which the Shelf Registration Statement is so declared effective by the Commission, the "Effectiveness Date"). Subject to the terms of this Agreement, Parent agrees to prepare and file with the requirements of Commission such amendment and supplement to the 1933 Act Shelf Registration Statement and the published rules prospectus used in connection therewith and regulations thereunder otherwise use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective from the Effectiveness Date until the earlier of (i) the “Rules and Regulations”) adopted first date that all Registrable Stock covered by the SEC a “shelf” registration statement on Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, warrants, rights Shelf Registration Statement have been sold or units of the Company that may be sold in a 3 month period under Rule 144(k); or (ii) five (5) years from time to time the date the Shelf Registration Statement has been declared effective by the CompanyCommission; provided, in accordance that such five-year period shall be extended to the extent of any Blockage Period hereunder and shall be tolled during any period during which a Default, Delay or postponement under Section 2.2 is continuing. At least five (5) Business Days prior to the filing, the Shelf Registration Statement (and each amendment thereto, as well any supplement to the prospectus contained therein) shall be provided to the Purchasers' legal counsel prior to its filing with Rule 415 of or other submission to the 1933 Act, Commission and such amendments, including post-effective amendments, thereof as may legal counsel shall have been required a reasonable opportunity to the date of this Agreement. The term “review and comment on such Shelf Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by reference.