Common use of Filing of Registration Statement Clause in Contracts

Filing of Registration Statement. The Company shall file with the SEC, within thirty (30) days after the Execution Date, a new Registration Statement on Form S-1 (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty ten (3010) days after Business Days from the Execution Datedate hereof, a new Registration Statement on Form S-1 prospectus supplement covering the offering and sale of the Purchase Notice Shares and the Commitment Shares (the “Registration StatementProspectus Supplement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor). The Registration Statement Prospectus Supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement Agreement, containing required information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration StatementProspectus Supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration StatementBase Prospectus. The Company shall permit the Investor to review and comment upon the Registration Statement Prospectus Supplement within a reasonable time prior to their its filing with the SEC, the . The Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement Prospectus Supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration StatementProspectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement Prospectus Supplement with the SEC. The Company shall have no knowledge Registration Statement, at the time it became effective, complied and, as of each Purchase Notice Date, if any, will comply in all material respects with the applicable requirements of Form F-3, the Securities Act and the Exchange Act and did not and, as of each Purchase Notice Date, if any, will not contain any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, . The representations and warranties set forth in any pre-existing registration statement filed the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any new registration statement post-effective amendment thereto, or prospectus which is a part of the foregoingProspectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by the Investor expressly for use therein. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Postpost-Effective Amendment effective amendment to the Registration Statement, amended prospectus Statement or prospectus supplement the Prospectuses in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty (30) days after the Execution Dateclosing of the Business Combination, a new Registration Statement on Form S-1 (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Resale Securities by the Investor. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their its filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Postpost-Effective Amendment effective amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The (a) As promptly as reasonably practicable following the date hereof, Parent and Company shall cooperate in preparing mutually acceptable proxy materials that shall constitute the Proxy Statement and Parent and Company shall prepare, and Parent shall file with the SEC, within thirty (30) days after the Execution Date, a new Registration Statement registration statement on Form S-1 (S-4, of which the “Registration Statement”) in compliance with the terms of the Registration Rights AgreementProxy Statement will constitute a part, covering only the resale of the Securities by the Investor. The Registration Statement shall relate relating to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating Parent Shares to be issued in connection with the transactions contemplated hereby required (the “Form S-4”). Parent shall use reasonable best efforts to be disclosed in have the Registration Statement Form S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the prospectus supplement transactions contemplated hereby. Parent shall, as promptly as practicable after receipt thereof, provide Company with copies of any written comments, and advise it of any oral comments, with respect to the date of Form S-4 received from the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration StatementSEC. The Parent shall provide Company shall permit the Investor with a reasonable opportunity to review and comment upon on any amendment or supplement to the Registration Statement within a reasonable time Form S-4 prior to their filing such with the SEC, the and Parent will provide Company shall give reasonable consideration to with a copy of all such comments, and the Company shall not file the Current Report or the Registration Statement filings made with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itselfSEC. (b) No filing of, or any amendment or supplement to, the Proxy Statement or Form S-4 will be made by Company or Parent, respectively, without providing the other party the opportunity to review and comment thereon. (c) Company will use reasonable best efforts to cause the Proxy Statement to be mailed to Company stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent will advise Company’s securities beneficially owned by the Investor and the intended method of distribution , promptly after it receives notice thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securitiestime when the Form S-4 has become effective, as shall be reasonably requested by the Company issuance of any stop order, the suspension of the qualification of the Parent Shares issuable in connection with the preparation and filing Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Current Report Form S-4. If, at any time prior to the Effective Time, any information relating to Parent or Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or Company and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company such information should be set forth in connection with the preparation and filing an amendment or supplement to any of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge Form S-4 so that any of such documents would not include any untrue statement (or alleged untrue statement) misstatement of a material fact or omission (or alleged omission) of a omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company party hereto discovering such information shall promptly give notify the Investor notice of any event (including other parties and, to the passage of time) which makes the final prospectus not to extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file promptly filed with the SEC any Post-Effective Amendment and disseminated to the Registration Statementstockholders of Company. (d) Parent shall take all actions required to qualify or obtain exemptions from such qualifications for the Parent Shares to be issued in connection with the transactions contemplated by this Agreement under applicable state blue sky securities laws, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Actas appropriate.

Filing of Registration Statement. The If (but without any obligation to do so), at any time between the Closing Date and the two year anniversary of the Closing Date, the Company shall file proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Purchaser) any of its stock or other securities under the Securities Act in connection with the SEC, within thirty public offering of such securities solely for cash (30) days after other than a registration relating solely to the Execution Datesale of securities to participants in a Company stock plan, a new Registration Statement registration relating solely to an SEC Rule 145 transaction, a registration on Form S-1 any registration form which does not permit secondary sales or a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities (the as defined below) (a “Registration Statement”) or a registration in compliance with which the terms only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give the holders of the Registration Rights Agreement, covering only Registrable Securities (the resale “Holders”) written notice of the Securities by the Investor. The Registration Statement shall relate its intent to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the file such a Registration Statement. The Upon the written request of each Holder given within fifteen (15) days after mailing of such notice by the Company in accordance with Section 6.6, the Company shall, subject to the provisions of Section 5.4, cause to be registered under the Securities Act all of the Shares then held by Purchaser that the Purchaser has requested to be registered (together, “Registrable Securities”). Notwithstanding the foregoing, (i) the Company shall permit only be obligated under Section 5.4 to register Registrable Securities for the Investor Holder if the Holder registers at least twenty-five thousand (25,000) shares (as adjusted to review reflect stock splits, reverse stock splits and comment upon similar actions affecting the Registration Statement within a reasonable time prior Common Stock after the date hereof) as part of that registration, (ii) if the Holder has registered any shares pursuant to their filing with the SECthis Section 5.4 in each of three registrations, the Company shall give reasonable consideration not be obligated to all such commentsprovide notice pursuant to this Section 5.4.1 or register any additional shares pursuant to Section 5.4, and (iii) if the Holder may immediately sell all shares of Registrable Securities held by such Holder under Rule 144 during any 90-day period, the Company shall not file the Current Report be obligated to provide notice pursuant to this Section 5.4.1 or the Registration Statement with the SEC in a form register any shares pursuant to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act5.4.

Filing of Registration Statement. The Company If the Parent at any time proposes to register any of its Parent Common Stock (an "INCIDENTAL REGISTRATION") under the Securities Act (other than pursuant to (i) a registration statement on Form S-4 or Form S-8 or any successor forms thereto, in connection with an offer made solely to existing Security holders or employees of the Parent, (ii) a registration of convertible Securities or other Rights, in respect of which the only shares of Parent Common Stock being registered are those issuable upon conversion or exercise of such Rights and (iii) a registration consisting solely of Parent Common Stock issued or issuable upon exercise of the Bridge Warrants), for sale in a Public Offering, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so, which notice shall file with the SEC, within be given to all such holders at least thirty (30) days after the Execution Date, a new Registration Statement on Form S-1 (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement shall relate Business Days prior to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information date that a registration statement relating to the transactions contemplated hereby required such Incidental Registration is proposed to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement filed with the SEC. The Company shall have no knowledge Upon the written request of any untrue such holder to include its shares under such registration statement (or alleged untrue statementwhich request shall be made within fifteen (15) Business Days after the receipt of a material fact or omission (or alleged omission) of a material fact required any such notice and shall specify the Registrable Securities intended to be stated therein or necessary to make disposed of by such holder), the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall Parent will use its best efforts thereafter to file with effect the SEC registration of all Registrable Securities that the Parent has been so requested to register by such holder; provided, however, that if, at any Post-Effective Amendment time after giving written notice of its intention to register any Securities and prior to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 effective date of the registration statement filed in connection with such Incidental Registration, the Parent shall determine for any reason not to register such Securities, the Parent may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities Actof such Persons in connection with such Incidental Registration.

Filing of Registration Statement. The Company has prepared and filed a Registration Statement on Form S-3 with the SEC in accordance with the provisions of the Securities Act, which was declared effective by order of the SEC on October 31, 2023 (File No. 333-275112) (the “Base Registration Statement”). The Base Registration Statement is effective under the Securities Act and the Company has not received any written notice that the SEC has issued or intends to issue a stop order or other similar order with respect to the Base Registration Statement or the prospectus contained therein (the “Prospectus”), or that the SEC otherwise has (i) suspended or withdrawn the effectiveness of the Base Registration Statement or (ii) issued any order preventing or suspending the use of the Prospectus or any prospectus supplement thereto, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Securities hereunder. The SEC has not notified the Company of any objection to the use of the form of the Base Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company was at the time of the filing of the Base Registration Statement eligible to use Form S-3. As of the Execution Date, the Company is currently eligible to use the Base Registration Statement and, until the filing of the Company’s next annual report on Form 10-K, is not subject to the limitations set forth in General Instruction I.B.6 of Form S-3. All corporate action required to be taken for the authorization, issuance, and sale of the Securities has been duly and validly taken. The Securities conform in all material respects to all statements with respect thereto contained in the Base Registration Statement, the Prospectus and the Prospectus Supplement (as defined below). The Company shall file with the SEC, within thirty two (302) days after Business Days (i) from the Execution Date, a new Registration Statement on Form S-1 prospectus supplement covering the offering and sale of the Securities (the “Registration StatementProspectus Supplement”) in compliance with and (ii) from the terms Closing Date, a prospectus supplement covering the sale of the Registration Rights Agreement, covering only the resale of the Securities by the InvestorCommon Stock pursuant to each Purchase Notice. The Registration Statement Prospectus Supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement Agreement, containing required information previously omitted from the Prospectus at the time of effectiveness of the Base Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Base Registration Statement and the prospectus supplement Prospectus as of the date of the Registration StatementProspectus Supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration StatementProspectus. The Company shall permit the Investor to review and comment upon the Registration Statement Prospectus Supplement within a reasonable time prior to their filing with the SEC, SEC and the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor Investor, and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration StatementProspectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement Prospectus Supplement with the SEC. The At the time of the filing of the Prospectus Supplement, the Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact in the Prospectus (as supplemented by the Prospectus Supplement) or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there shall be no such untrue statement of material fact or omission in any pre-existing effective registration statement filed or any new registration statement post-effective amendment or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus Prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Postpost-Effective Amendment effective amendment to the Base Registration Statement, amended prospectus Prospectus or prospectus supplement Prospectus Supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty (30) calendar days after the Execution Date, a new Registration Statement on Form S-1 (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby 24 Docusign Envelope ID: C036C03D-D237-4E22-98C5-546C32A7008B Docusign Envelope ID: C036C03D-D237-4E22-98C5-546C32A7008B required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their its filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty (30) calendar days after the Execution Date, a new Registration Statement on Form S-1 (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their its filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report Is or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty (30) calendar days after the Execution Date, a new Registration Statement on Form S-1 (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their its filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes causes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty ten (3010) days after Business Days from the Execution Datedate hereof, a new Registration Statement on Form S-1 (the “Registration Statement”) in compliance with Prospectus Supplement covering the terms offering and sale of the Registration Rights Agreement, covering only Class A Ordinary Shares represented by the resale of Purchase Notice Shares by the Securities by Company to the Investor. The Registration Statement Prospectus Supplement shall relate to the transactions contemplated by, and describing the material terms and conditions ofof this Agreement, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration StatementProspectus Supplement, including, without limitation, information required to be disclosed in the a section captioned “Plan of Distribution” in and any other information or disclosure necessary to register the Registration Statementoffer and sale of the Class A Ordinary Shares represented by the Purchase Notice Shares by the Company to the Investor pursuant to this Agreement. The Company shall permit the Investor to review and comment upon the Registration Statement Prospectus Supplement within a reasonable time prior to their its filing with the SEC, the . The Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement Prospectus Supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration StatementProspectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement Prospectus Supplement with the SEC. The Company shall have no knowledge Prospectus Supplement, at the time it becomes effective, will comply and, as of each Purchase Notice Date, if any, will comply in all material respects with the applicable requirements of Form F-3, the Securities Act and the Exchange Act and as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will not contain any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, . The representations and warranties set forth in any pre-existing registration statement filed the immediately preceding sentence does not apply to statements in or omissions from the Prospectus Supplement or any new registration statement or prospectus which is a part of post-effective amendment thereto made in reliance upon and in conformity with information relating to the foregoingInvestor furnished to the Company in writing by the Investor expressly for use therein. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Postpost-Effective Amendment effective amendment to the Registration Statement, amended prospectus Statement or prospectus supplement Prospectus Supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The If the Company terminates the ELOC on or prior to October 1, 2025 (such date, the “ELOC Termination Date”), the Company shall file with the SEC, within thirty five (305) days Business Days after the Execution ELOC Termination Date, a new Resale Registration Statement on Form S-1 (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale by the Purchaser of the Securities by the Investor; provided, however, that this deadline shall be tolled by one Business Day for each Business Day that the SEC is closed due to a shutdown of the United States government. The Resale Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Resale Registration Statement and the prospectus supplement as of the date of the Resale Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Resale Registration Statement. The Company shall permit the Investor Purchaser to review and comment upon the Resale Registration Statement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the a Current Report on Form 8-K or the Resale Registration Statement with the SEC in a form to which the Investor Purchaser reasonably objects. The Investor Purchaser shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor Purchaser and the intended method of distribution thereof, including any arrangement between the Investor Purchaser and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the a Current Report on Form 8-K and the Resale Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the a Current Report on Form 8-K and the Resale Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-pre- existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor Purchaser notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best commercially reasonable efforts thereafter to file with the SEC any Post-Effective Amendment to the Resale Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act. For avoidance of doubt, this Section 4.23 shall be waived if the Company does not terminate the ELOC on or prior to October 1, 2025.

Filing of Registration Statement. The Company shall file with the SEC, within thirty five (305) days after Business Days from the Execution Datedate hereof, a new Registration Statement on Form S-1 (prospectus supplement covering the “Registration Statement”) in compliance with the terms offering and sale of the Registration Rights Agreement, covering only the resale of the Securities by the InvestorPurchase Notice Shares. The Registration Statement prospectus supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement Agreement, containing required information previously omitted at the time of effectiveness of the Base Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Base Registration Statement and the prospectus supplement as of the date of the Registration Statementprospectus supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statementprospectus. The Company shall permit the Investor to review and comment upon the Registration Statement prospectus supplement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement prospectus supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statementprospectus supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement prospectus supplement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing effective registration statement filed or any new registration statement post-effective amendment or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Base Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty (30) days after Business Days from the Execution Date, a new Registration Statement on Form S-1 covering the offering and sale of the Purchase Notice Shares and the Commitment Shares (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor). The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement Agreement, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration StatementProspectus, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall use its best efforts to permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, and the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall also furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor Investor, and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The At the time of the filing of the Registration Statement, the Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact in the Registration Statement (as supplemented by the Registration Statement) or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there shall be no such untrue statement of material fact or omission in any pre-existing effective registration statement filed or any new registration statement post-effective amendment or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus Prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, or amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty forty-five (3045) days after the Execution Effective Date, a new Registration Statement on Form S-1 (or F-1) (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best commercially reasonable efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. (a) The Company shall file will include the Shares underlying the Warrant in the first registration statement filed with the SECSEC subsequent to the date hereof. Notwithstanding, within thirty (30) days after if such registration statement relates to an underwriting, the Execution DateCompany shall use its best efforts to cause the underwriter to permit the Holder to include the Underlying Shares in such underwritten offering. If the underwriter advises the Holder that the total amount of securities which the Holder desires to include in such offering is such as to materially and adversely affect its success, a new Registration Statement on Form S-1 (then the “Registration Statement”) in compliance with number of Underlying Shares to be offered for the terms account of the Registration Rights Agreement, covering only Holder shall be eliminated or reduced to the resale of the Securities extent recommended by the Investorsuch underwriter pro rata to all persons similarly situated. The Registration Statement Holder will pay the Holder's own legal fees and expenses and any underwriting discounts and commissions on the securities sold by such Holder but shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to not be disclosed in the Registration Statement and the prospectus supplement as responsible for any other expenses of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statementsuch registration. The Company shall permit supply prospectuses and such other documents as the Investor Holder may request in order to review facilitate the public sale or other disposition of the Shares. The Holder shall furnish information and comment upon indemnification as set forth in paragraph 7 except that the Registration Statement within maximum amount which may be recovered from the Holder shall be limited to the amount of proceeds received by the Holder from the sale of the Shares. (b) In the event persons who have the right to purchase 50% of the Underlying Shares, subsequent to the date on which the Company becomes a reasonable "reporting" company under SEC Rules shall give notice to the Company at any time prior to their filing with the SECeffect that they desire to register under the 1933 Act the Underlying Shares, then the Company will promptly, but no later than 60 days after receipt of such notice, file a registration statement or a post-effective amendment to a current registration statement pursuant to the 1933 Act, to the end that the Underlying Shares may be publicly sold under the 1933 Act; and the Company will use its best efforts to cause such registration to become and remain effective for a period of 120 days; provided that each Holder shall furnish the Company appropriate information in connection therewith as the Company may reasonably request in writing. Persons who have the right to purchase 50% of the Underlying Shares may make such request on only two occasions during the term of the Warrant. Within ten business days after receiving any such request, the Company shall give reasonable consideration notice to all each Holder advising such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, Holder that it is registering Underlying Shares and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required offer to be stated include therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.each

Filing of Registration Statement. The Company shall file with the SEC, within thirty ten (3010) days Business Days after the Execution Date, a new Registration Statement on Form S-1 F-1 (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale by the Investor of the number of Securities determined as appropriate by the InvestorCompany. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best commercially reasonable efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty (30) days after the Execution Date, a new Registration Statement on Form S-1 F-1 (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best commercially reasonable efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty five (305) days Business Days after the Execution Effective Date, a new Registration Statement on Form S-1 (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale by the Investor of the Securities (including the Commitment Securities) by the Investor; provided, however, that this deadline shall be tolled by one Business Day for each Business Day that the SEC is closed due to a shutdown of the United States government. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best commercially reasonable efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty two (302) days after Business Days from the Execution Date, a new Registration Statement on Form S-1 prospectus supplement covering the offering and sale of the Purchase Notice Shares (the “Registration StatementProspectus Supplement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor). The Registration Statement Prospectus Supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement Agreement, containing required information previously omitted from the Prospectus at the time of effectiveness of the Base Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Base Registration Statement and the prospectus supplement Prospectus as of the date of the Registration StatementProspectus Supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration StatementProspectus. The Company shall permit the Investor to review and comment upon the Registration Statement Prospectus Supplement within a reasonable time prior to their filing with the SEC, SEC and the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor Investor, and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration StatementProspectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement Prospectus Supplement with the SEC. The At the time of the filing of the Prospectus Supplement, the Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact in the Prospectus (as supplemented by the Prospectus Supplement) or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there shall be no such untrue statement of material fact or omission in any pre-existing effective registration statement filed or any new registration statement post-effective amendment or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus Prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Postpost-Effective Amendment effective amendment to the Base Registration Statement, amended prospectus Prospectus or prospectus supplement Prospectus Supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty twenty (3020) days after Business Days from the Execution Date, a new Registration Statement on Form S-1 covering the offering and sale of the Purchase Notice Shares and the Commitment Shares (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor). The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement Agreement, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration StatementProspectus, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall use its best efforts to permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, SEC and the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor Investor, and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The At the time of the filing of the Registration Statement, the Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact in the Registration Statement (as supplemented by the Registration Statement) or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there shall be no such untrue statement of material fact or omission in any pre-existing effective registration statement filed or any new registration statement post-effective amendment or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus Prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, or amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty forty five (3045) days after Business Days from the Execution Date, a new Registration Statement registration statement on Form S-1 covering the offering and sale of the Purchase Notice Shares and the Commitment Shares (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor). The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement Agreement, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration StatementProspectus, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall use its best efforts to permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, and the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall also furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor Investor, and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The At the time of the filing of the Registration Statement, the Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact in the Registration Statement (as supplemented by the Registration Statement) or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there shall be no such untrue statement of material fact or omission in any pre-existing effective registration statement filed or any new registration statement post-effective amendment or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus Prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, or amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall On or prior to the date 30 days after the Closing Date, prepare and file with the SEC, within thirty (30) days after the Execution Date, Commission a new Shelf Registration Statement relating to the registration on Form S-1 (or Form S-3, if the “Registration Statement”) use of such form is then available and as determined by the Company, for the sale of the Transfer Restricted Securities in compliance accordance with the terms intended method or methods of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement distribution thereof and shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing include all information relating to the transactions contemplated hereby financial statements required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statementincluded or incorporated by reference therein. The Company shall permit take such action as may be reasonably necessary so that (i) the Investor to review and comment upon the Shelf Registration Statement within and any amendment thereto and any Prospectus forming a reasonable time prior to their filing part thereof and any supplement or amendment thereto complies in all material respects with the SEC, the Company shall give reasonable consideration to all such comments, Act and the Company shall not file rules and regulations thereunder, (ii) the Current Report or Shelf Registration and any amendment thereto (in either case, other than with respect to the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish Requisite Information furnished to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge on behalf of any Holder specifically for inclusion therein) does not contain an untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of omit to state a material fact required to be stated therein or necessary to make any statement therein not misleading and (iii) the Prospectus and any supplement thereto (in either case, other than with respect to such Requisite Information from Holders), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of agrees to cooperate and assist in any event (including the passage of time) which makes the final prospectus not filings required to be in compliance made with Section 5(b) or 10 of the Securities Act NASD and shall use its best efforts thereafter to file with cause such Shelf Registration Statement to become effective and approved by such governmental agencies or authorities as may be necessary to enable the SEC Holders to consummate the disposition of such Transfer Restricted Securities; provided, however, that before filing a Shelf Registration Statement or any Post-Effective Amendment Prospectus, or any amendments or supplements thereto, the Company will furnish to the Initial Purchasers, each Holder who may have requested the same in writing and the Underwriter(s), if any, copies of all such documents proposed to be filed (except that the Company shall not be required to furnish any exhibits to such documents, including those incorporated by reference, unless so requested by an Initial Purchaser, Holder or Underwriter in writing), and the Company will not file any Shelf Registration Statement or amendment thereto or any Prospectus or any supplement thereto to which (i) the Initial Purchasers or the Underwriter(s), if any, shall reasonably object or (ii) if there are no Underwriters, the Initial Purchasers or the Holders of a majority of the outstanding Transfer Restricted Securities shall reasonably object (with holders of Common Stock constituting Transfer Restricted Securities being deemed to be Holders of the aggregate principal amount of Notes converted into such Common Stock for purposes of such calculation), in each such case within five Business Days after the receipt thereof. An Initial Purchaser, Holder or Underwriter, if any, shall be deemed to have reasonably objected to such filing if the Shelf Registration Statement, amended prospectus amendment, Prospectus or prospectus supplement supplement, as applicable, as proposed to be filed contains any 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 which misstatement or omission is specifically identified to the Company in order to comply with Section 5(b) or 10 of the Securities Actwriting within such five Business Days.

Filing of Registration Statement. (i) The Company shall will use reasonable efforts to file with the SEC, within thirty a registration statement (30) days after the Execution Date, a new Registration Statement on Form S-1 (the “Registration Statement”) in to register all of the Underlying Shares issuable upon the conversion of the Shares pursuant to the terms of this Agreement and the Certificate of Designations (“Registrable Securities”), within 150 calendar days after each Closing Date; provided, however, that this paragraph shall not apply to any Registrable Securities if such Registrable Securities may then be sold under Rule 144 (assuming the holder’s compliance with the terms provisions of the Registration Rights Agreement, covering only Rule) and the resale of the Securities by the Investor. The Registration Statement shall relate Company delivers an opinion to that effect to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating transfer agent. (ii) At least five (5) business days prior to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the first anticipated filing date of the each Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and notify each Investor in writing of the information the Company requires from each such Investor with respect to such Registration Statement. It shall not file be a condition precedent to the Current Report or obligations of the Registration Statement Company to complete the registration pursuant to this Agreement with respect to the SEC in Registrable Securities of a form to which the particular Investor reasonably objects. The that such Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned Registrable Securities held by the Investor it and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution disposition of the Company’s securitiesRegistrable Securities held by it, as shall be reasonably requested by required to effect and maintain the Company effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the preparation Company may reasonably request and filing provide such information and documents to the Company within five (5) business days of a request for such information or documents. If such requested information and/or documents are not provided to the Current Report and Company within such time period, the Company may exclude such Investor’s Registrable Securities from the Registration Statement. (iii) Each Investor agrees that, and shall otherwise cooperate with upon receipt of any notice from the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the issuance of any stop order or other suspension of effectiveness with respect to a Registration Statement with or the SEC. The Company shall have no knowledge happening of any an event that as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of requires the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment an amendment to the Registration Statement, such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus or prospectus receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary herein, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in order connection with any sale of Registrable Securities with respect to which such Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described above and for which such Investor has not yet settled. (iv) Each Investor covenants and agrees that it will comply with Section 5(b) or 10 the prospectus delivery requirements of the 1933 Act as applicable to it in connection with sales of Registrable Securities Actpursuant to a Registration Statement.

Filing of Registration Statement. The Company shall file with the SEC, within thirty two (302) days after Business Days from the Execution Date, a new Registration Statement on Form S-1 prospectus supplement covering the offering and sale of the Purchase Notice Shares (the “Registration StatementProspectus Supplement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor). The Registration Statement Prospectus Supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement Agreement, containing required information previously omitted from the Prospectus at the time of effectiveness of the Base Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Base Registration Statement and the prospectus supplement Prospectus as of the date of the Registration StatementProspectus Supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration StatementProspectus. The Company shall permit the Investor to review and comment upon the Registration Statement Prospectus Supplement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement Prospectus Supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration StatementProspectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement Prospectus Supplement with the SEC. The At the time of the filing of the Prospectus Supplement, the Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact in the Prospectus (as supplemented by the Prospectus Supplement) or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there shall be no such untrue statement of material fact or omission in any pre-existing effective registration statement filed or any new registration statement post-effective amendment or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus Prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Base Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty sixty (3060) days after from the Execution Date, a new Registration Statement registration statement on Form S-1 covering the offering and sale of the Purchase Notice Shares and Warrant Shares (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor). The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement Agreement, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statementrelated prospectus, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall use its best efforts to permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, and the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall also furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor Investor, and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The At the time of the filing of the Registration Statement, the Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact in the Registration Statement (as supplemented by the Registration Statement) or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there shall be no such untrue statement of material fact or omission in any pre-existing effective registration statement filed or any new registration statement post-effective amendment or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final aforementioned prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Postpost-Effective Amendment effective amendment to the Registration Statement, or amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty (30) days after on or prior to the Execution Datedate of delivery of the first Purchase Notice, a new Registration Statement on Form S-1 (prospectus supplement covering the “Registration Statement”) in compliance with the terms offering and sale of the Registration Rights Agreement, covering only Purchase Notice Shares and the resale of the Securities by the InvestorCommitment Shares. The Registration Statement prospectus supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement Agreement, containing required information previously omitted at the time of effectiveness of the Base Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Base Registration Statement and the prospectus supplement as of the date of the Registration Statementprospectus supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statementprospectus. The Company shall permit the Investor to review and comment upon the Registration Statement prospectus supplement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement prospectus supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statementprospectus supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement prospectus supplement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing effective registration statement filed or any new registration statement post-effective amendment or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Base Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty (30) days after the Execution DateBCA Closing, a new Registration Statement on Form S-1 (or F-1) (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best commercially reasonable efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. 4.1 The Company shall file Issuer will provide the Agent with a draft Registration Statement as soon as practicable. 4.2 As soon as practicable after the Agent has indicated that it is satisfied with the SEC, within thirty (30) days after the Execution Date, a new Registration Statement on Form S-1 (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement shall relate to the transactions contemplated by, form and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date substance of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not Issuer will file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge Issuer will promptly advise the Agent when the Registration Statement has become effective. 4.3 From and after the Effective Date until the Closing Day, and for such longer period as any of the Warrants or Agent's Warrants remain outstanding (the "Specified Period"), the Issuer will ensure that the Registration Statement: (a) complies in all material respects with the 1933 Act and the rules promulgated thereunder; (b) constitutes full, true and plain disclosure of all material facts relating to the Issuer and to the Securities; and (c) does not contain any untrue statement (or alleged untrue statement) of a material fact fact, or omission (or alleged omission) of a omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. . 4.4 The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall Issuer will use its best efforts thereafter to cause the Registration Statement, and any amendment thereto, to remain effective continuously through the Specified Period. If the Issuer uses Rule 430A, or the filing of the prospectus included in the Registration Statement is otherwise required under Rule 424(b) of the 1933 Act, the Issuer will file with such prospectus (properly completed if Rule 430A has been used) pursuant to Rule 420(b) within the prescribed time period and will provide satisfactory evidence to the Agent of such timely filing. During the Specified Period, the Issuer: (a) will not file any amendment of the Registration Statement or amendment or supplement to the prospectus included therein unless the Issuer has furnished such amendment or supplement to the Agent prior to filing, and will not file any such amendment or supplement to which the Agent reasonably objects; (b) will advise the Agent of any request by the SEC for any Post-Effective Amendment amendment to the Registration Statement, amended or any supplement to the prospectus included therein or for any additional information; (c) will advise the Agent when any amendment to the Registration Statement or supplement to the prospectus supplement in included therein shall have been filed and when it has become effective; (d) will advise the Agent of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose, and will use its best efforts to comply prevent the issuance of any such stop order; (e) will advise the Agent of its receipt of any notification with Section 5(b) or 10 respect to the suspension of the qualification of the Securities for trading in any jurisdiction, or the institution or threatening of any proceeding for such purpose, and will use its best efforts to prevent such suspension; (f) will comply, at its own expense, with all requirements imposed upon it by the SEC, the 1933 Act, the Exchange Act, and the rules and regulations promulgated by the SEC thereunder, so far as necessary to permit the continuance of sales or dealing in the Securities in accordance with the certificates representing the Warrants, the Agent's Warrants and this Agreement. 4.5 The Issuer will, as soon as practicable and in any event not later than 45 days after the end of its fiscal quarter in which the first anniversary date of the effective date of the Registration Statement occurs, make generally available (within the meaning of Section 11 (a) of the ▇▇▇▇ ▇▇▇) to its securityholders and to the Agent an earnings statement or statements of the Issuer which will satisfy the provisions of Section ll(a) of the 1933 Act and Rule 158 promulgated thereunder, covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement. 4.6 The Issuer will timely file with the SEC an appropriate form to register the Securities pursuant to Section 12(g) of the Exchange Act, and comply with all registration, filing and reporting requirements of the Exchange Act which may be applicable to the Issuer. 4.7 Neither the Issuer nor the Agent will take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, whether under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Issuer to facilitate the sale or resale of the Shares, the Warrant Shares, the Agent's Shares, the Agent's Warrant Shares or the Corporate Finance Shares.

Filing of Registration Statement. The Company shall will file with the SEC, within thirty ten (3010) days after the Execution Date, Business Days a new Registration Statement on Form S-1 with the SEC in accordance with the provisions of the Securities Act, (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects). The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor Investor, and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The At the time of the effectiveness of the Registration Statement, the Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact in the Registration Statement or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there shall be no such untrue statement of material fact or omission in any effective registration statement filed or any post-effective amendment or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of the occurrence of any event (including the passage of time) which results in the prospectus included in the Registration Statement to include an untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (without describing such event, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including other than the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Postpost-Effective Amendment effective amendment to the Registration Statement, amended or amendment or supplement to the prospectus or prospectus supplement included therein, in order to comply with Section 5(b) make such prospectus no longer include any such untrue statement of a material fact or 10 omission of the Securities Acta material fact.

Filing of Registration Statement. The Company shall prepare and file with the SECSEC the Resale Registration Statement required by Article 2 with respect to the Registrable Securities, and use commercially reasonable efforts to cause such Resale Registration Statement relating to the Registrable Securities to become effective within thirty (30) 120 days after such filing, and shall keep the Execution Date, a new Resale Registration Statement on Form S-1 continuously effective and available for use at all times, except as set forth herein, until such date as all of the Registrable Securities have been sold pursuant to such Resale Registration Statement (the “Registration StatementPeriod”). The Selling Securityholders shall have the right to select one legal counsel (the “Legal Counsel”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the review any Resale Registration Statement. The Company shall cooperate with Legal Counsel in performing the Company’s obligations under the terms of this Agreement. The Company shall permit the Investor Legal Counsel to review and comment upon the Registration Statement within a reasonable time Statements and all amendments and supplements to the Registration Statements (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any similar or successor report and registration statements on Form S-8) at least five (5) Business Days prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, SEC and the Company shall not file any document containing information relating to the Current Report or the Registration Statement with the SEC in a form Selling Securityholders to which the Investor Legal Counsel reasonably objects. The Investor Company shall (i) furnish to Legal Counsel, without charge, any correspondence from the SEC or the staff of the SEC to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or its representatives relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the any Registration Statement, (ii) promptly after the same is prepared and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement filed with the SEC, notify Legal Counsel of the filing of any Registration Statement and any amendment(s) thereto, including financial statements and schedules and all exhibits, and (iii) upon the effectiveness of any Registration Statement, furnish to Legal Counsel, without charge, one copy of the prospectus included in such Registration Statement and all amendments and supplements thereto. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required reasonably cooperate with Legal Counsel in performing the Company’s obligations pursuant to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with this Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act3.1.

Filing of Registration Statement. The Company shall file with the SEC, within thirty twenty (3020) days Business Days after the Execution Date, a new Registration Statement on Form S-1 (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale by the Investor of the number of Securities determined as appropriate by the InvestorCompany. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best commercially reasonable efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The If the Company at any time proposes to register, for its own account or the account of another Person, any of its securities (an “Incidental Registration”) under the Securities Act (other than (1) in a registration relating solely to employee benefit plans, (2) a registration statement on Form S-4 or S-8 (or such other similar successor forms then in effect under the Securities Act), (3) a registration pursuant to which the Company is offering to exchange its own securities for other securities, (4) a registration statement relating solely to dividend reinvestment or similar plans, (5) a shelf registration statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its Subsidiary that are convertible for Registrable Securities and that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor provision) of the Securities Act may resell such notes and sell the Registrable Securities into which such notes may be converted or (6) a registration pursuant to Section 3.1 hereof), for sale to the public in a Public Offering, it will at each such time give prompt written notice to all Stockholders of its intention to do so, which notice shall file be given at least ten (10) Business Days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC, . Upon the written request of any Stockholder to include Registrable Securities held by it under such registration statement (which request shall (i) be made within thirty five (305) days Business Days after the Execution Datereceipt of any such notice, a new Registration Statement on Form S-1 and (ii) specify the “Registration Statement”) in compliance with Registrable Securities intended to be included by such holder), the terms Company will use its reasonable efforts to effect the registration of all Registrable Securities that the Registration Rights AgreementCompany has been so requested to register by such Stockholder; provided, covering only the resale however, that if, at any time after giving written notice of the Securities by the Investor. The Registration Statement shall relate its intention to register any securities and prior to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the effective date of the Registration Statement, including, without limitation, information required to be disclosed registration statement filed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing connection with the SECsuch registration, the Company shall give reasonable consideration determine for any reason to all terminate such commentsregistration statement and not to register such securities, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form may, at its election, give written notice of such determination to which the Investor reasonably objects. The Investor shall furnish to the Company each such information regarding itselfholder and, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereofthereupon, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company relieved of its obligation to register any Registrable Securities of such Persons in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Actsuch registration.

Filing of Registration Statement. The Company shall file with the SEC, within thirty fifteen (3015) calendar days after the Execution Date, a new Registration Statement on Form S-1 F-1 (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the InvestorInvestor and the Network 1 Shares (as defined in Exhibit 10.7). The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their its filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best commercially reasonable efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall use its best efforts to file or cause to be filed with the SEC, within thirty (30) Commission on or prior to the date 30 days after the Execution Closing Date, a new shelf registration statement pursuant to Rule 415 (as may then be amended) under the Act (the "Shelf Registration Statement Statement") on Form S-1 (or Form S-3, if the “Registration Statement”) in compliance with use of such form is then available and as determined by the terms Company, to cover resales of the Registration Rights Agreement, covering only the resale of the Transfer Restricted Securities by the InvestorHolders thereof. The Company shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or prior to the date 90 days after the Closing Date. The Company shall use its best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities for a period ending two years from the effective date thereof or such shorter period that will terminate when each of the Transfer Restricted Securities covered by the Shelf Registration Statement shall relate cease to be a Transfer Restricted Security (as further described in Section 5 below); provided that the Company shall not be obligated to keep the Shelf Registration Statement effective as to any period with respect to which the Company has received a written opinion, which has been furnished to and is reasonably acceptable to the transactions contemplated byInitial Purchasers, from the Company's counsel, Morr▇▇▇▇ & ▇oer▇▇▇▇ ▇▇▇, or other counsel designated by the Company and describing the material terms and conditions of, this Agreement and disclosing all information relating reasonably acceptable to the transactions contemplated hereby required Initial Purchasers ("Company Counsel"), to the effect that the Transfer Restricted Securities can be disclosed freely offered and sold in the Registration Statement and public markets without the prospectus supplement as continued effectiveness of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Shelf Registration Statement. The Company shall permit further agrees to use its best efforts to prevent the Investor to review and comment upon happening of any event that would cause the Shelf Registration Statement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of contain any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, in any pre-existing registration statement filed misleading or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act not effective and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.usable for

Filing of Registration Statement. The Company shall file with the SEC, within thirty fifteen (3015) days after the Execution Date, a new Registration Statement on Form S-1 S-1, Form S-3 or any successor form thereto (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty two (302) days after Business Days from the Execution Datedate hereof, a new Registration Statement on Form S-1 (prospectus supplement covering the “Registration Statement”) in compliance with the terms offering and sale of the Registration Rights AgreementPurchase Notice Shares, covering only Commitment Shares and the resale of the Securities by the InvestorUnivest Compensation Shares. The Registration Statement prospectus supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement Agreement, containing required information previously omitted at the time of effectiveness of the Base Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Base Registration Statement and the prospectus supplement as of the date of the Registration Statementprospectus supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statementprospectus. The Company shall permit the Investor to review and comment upon the Registration Statement prospectus supplement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement prospectus supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statementprospectus supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement prospectus supplement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing effective registration statement filed or any new registration statement post-effective amendment or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Base Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty ninety (3090) business days after the Execution Date, a prospectus supplement to the Current Registration Statement, or a new Registration Statement on Form S-1 F-1 or F-3 (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only Agreement to register the resale of the Securities by Shares to be sold to the Investor. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their its filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall On or prior to the date 60 days after the Closing Date, prepare and file with the SEC, within thirty (30) days after the Execution Date, Commission a new Shelf Registration Statement relating to the registration on Form S-1 (or Form S-3, if the “Registration Statement”) use of such form is then available and as determined by the Company, for the sale of the Transfer Restricted Securities in compliance accordance with the terms intended method or methods of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement distribution thereof and shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing include all information relating to the transactions contemplated hereby financial statements required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statementincluded or incorporated by reference therein. The Company shall permit take such action as may be reasonably necessary so that (i) the Investor to review and comment upon the Shelf Registration Statement within and any amendment thereto and any Prospectus forming a reasonable time prior to their filing part thereof and any supplement or amendment thereto complies in all material respects with the SEC, the Company shall give reasonable consideration to all such comments, Act and the Company shall not file rules and regulations thereunder, (ii) the Current Report or the Shelf Registration Statement and any amendment thereto (in either case, other than with the SEC in a form respect to which the Investor reasonably objects. The Investor shall furnish written information furnished to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge on behalf of any Holder specifically for inclusion therein) does not contain an untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of omit to state a material fact required to be stated therein or necessary to make any statement therein not misleading and (iii) the Prospectus and any supplement thereto (in either case, other than with respect to such information from Holders), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of agrees to cooperate and assist in any event (including the passage of time) which makes the final prospectus not filings required to be made with the NASD and use its reasonable best efforts to cause such Shelf Registration Statement to become effective and approved by such governmental agencies or authorities as may be necessary to enable the Selling Holders to consummate the disposition of such Transfer Restricted Securities; provided, however, that before filing a Shelf Registration Statement or any Prospectus, or any amendments or supplements thereto, the Company will furnish to the Initial Purchasers, each Selling Holder who may have requested the same in compliance with Section 5(bwriting and the Underwriter(s), if any, copies of all such documents proposed to be filed (except that the Company shall not be required to furnish any exhibits to such documents, including those incorporated by reference, unless so requested by an Initial Purchaser, Selling Holder or Underwriter in writing), and the Company will not file any Shelf Registration Statement or amendment thereto or any Prospectus or any supplement thereto to which (i) the Initial Purchasers or 10 the Underwriter(s), if any, shall reasonably object or (ii) if there are no Underwriters, the Initial Purchasers or the Holders of a majority of the outstanding Transfer Restricted Securities Act and shall use its best efforts thereafter reasonably object (with holders of Common Stock constituting Transfer Restricted Securities being deemed to file with be Holders of the SEC any Post-Effective Amendment aggregate principal amount of Notes converted into such Common Stock for purposes of such calculation), in each such case within five business days after the receipt thereof. An Initial Purchaser, Holder or Underwriter, if any, shall be deemed to have reasonably objected to such filing if the Shelf Registration Statement, amended prospectus amendment, Prospectus or prospectus supplement supplement, as applicable, as proposed to be filed contains any 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 which misstatement or omission is specifically identified to the Company in order to comply with Section 5(b) or 10 of the Securities Actwriting within such five business days.

Filing of Registration Statement. The Company shall file with the SEC, within thirty forty-five (3045) days after the Execution Date, a new Registration Statement on Form S-1 (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement), covering only the resale of the Securities by to be sold to the Investor. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best commercially reasonable efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty sixty (3060) calendar days after the Execution Date, a new Registration Statement on Form S-1 F-1 (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement (included the related prospectus) shall relate to the transactions contemplated by, contain and describing the material terms and conditions of, this Agreement and disclosing disclose all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statementpursuant to applicable SEC regulations. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their its filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section Sections 5(b) or 10 of the Securities Act and shall use its best commercially reasonable efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section Sections 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Subject to the terms and conditions of this Agreement, the Company shall file with the SEC, within thirty (30) days after the Execution Date, prepare a new Registration Statement on Form S-1 S-3, or other applicable form if Form S-3 is not available or has been rescinded or replaced (the “Registration Statement”), solely with respect to the 160,536 common shares, par value 0.10 per share, of the Company issued pursuant to this Agreement (“Registrable Securities”) in compliance and shall file the Registration Statement with the terms of Securities and Exchange Commission (the Registration Rights Agreement, covering only “SEC”) as soon as reasonably practical but in any event within 30 days following the resale of the Securities by the Investordate hereof. The Registration Statement shall relate not be filed as a confidential filing and the Company shall file a responsive amendment to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in any SEC comments received regarding the Registration Statement as soon as reasonably practical after receipt of such comments. The Company represents and the prospectus supplement warrants that, as of the date of hereof, the Company meets the qualifications to file a Registration Statement, including, without limitation, information required Statement on Form S-3 and that there are no matters known to be disclosed in the section captioned “Plan of Distribution” in Company that would cause the Registration Statement. The Company shall permit the Investor to review and comment upon delay filing the Registration Statement within a reasonable time prior to their filing in accordance with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objectsthis Section 1.1. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or All expenses relating to the sale or distribution registration of the Company’s securitiesRegistrable Securities, as including (without limitation) all registration, filing, qualification, printers, accounting and legal fees and disbursements shall be reasonably requested borne by the Company Company; provided that each Party shall be responsible for its fees (including legal fees) and expenses incurred in connection with the preparation and filing negotiation of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SECthis Agreement. The Company shall have no knowledge of (i) cause all Registrable Securities registered hereunder to be listed on each securities exchange on which the Registrable Securities are listed by the Company, (ii) maintain a transfer agent and registrar for all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities and (iii) make any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact Blue Sky filings to the extent required to register or qualify Registrable Securities under state Blue Sky laws, provided that the Company shall not be stated therein required in connection therewith or necessary as a condition thereof to make the statements thereinqualify to do business, in light where not otherwise required, or to file a general consent to service of the circumstances under which they were made, not misleading, process in any pre-existing registration statement filed state or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Actjurisdiction.

Filing of Registration Statement. The Company shall file with the SEC, within thirty ten (3010) days Business Days after the Execution Date (“S-1 Filing Date”), a new Registration Statement on Form S-1 (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty ten (3010) days after Business Days from the Execution Datedate hereof, a new Registration Statement on Form S-1 prospectus supplement covering the offering and sale of the Purchase Notice Shares and the Commitment Shares, including any immediate subsequent resale of such Purchase Notice Shares by the Investor as notified to the Company (the “Registration StatementProspectus Supplement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor). The Registration Statement Prospectus Supplement shall relate to the transactions contemplated by, and describing the material terms and conditions ofof this Agreement, this Agreement containing required information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration StatementProspectus Supplement, including, without limitation, information required to be disclosed in the a section captioned “Plan of Distribution” in and any other information or disclosure necessary to register the Registration Statementtransactions contemplated herein. The Company shall permit the Investor to review and comment upon the Registration Statement Prospectus Supplement within a reasonable time prior to their its filing with the SEC, the . The Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement Prospectus Supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration StatementProspectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement Prospectus Supplement with the SEC. The Company shall have no knowledge Registration Statement, at the time it became effective, complied and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will comply in all material respects with the applicable requirements of Form F-3, the Securities Act and the Exchange Act and did not and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will not contain any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in any pre-existing registration statement filed the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any new registration statement post-effective amendment thereto, or prospectus which is a part of the foregoingProspectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by the Investor expressly for use therein. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Postpost-Effective Amendment effective amendment to the Registration Statement, amended prospectus Statement or prospectus supplement the Prospectuses in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty (30) calendar days after the Execution Date, a new Registration Statement on Form S-1 (the “"Registration Statement”") in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “"Plan of Distribution” " in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their its filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s 's securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s 's securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty ten (3010) days after Business Days from the Execution Datedate hereof, a new Registration Statement on Form S-1 prospectus supplement covering the offering and sale of the Purchase Notice Shares and the Commitment Shares (the “Registration StatementProspectus Supplement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor). The Registration Statement Prospectus Supplement shall relate to the transactions contemplated by, and describing the material terms and conditions ofof this Agreement, this Agreement containing required information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration StatementProspectus Supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration StatementBase Prospectus. The Company shall permit the Investor to review and comment upon the Registration Statement Prospectus Supplement within a reasonable time prior to their its filing with the SEC, the . The Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement Prospectus Supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration StatementProspectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement Prospectus Supplement with the SEC. The Company shall have no knowledge Registration Statement, at the time it became effective, complied and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will comply in all material respects with the applicable requirements of Form F-3, the Securities Act and the Exchange Act and did not and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will not contain any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in any pre-existing registration statement filed the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any new registration statement post-effective amendment thereto, or prospectus which is a part of the foregoingProspectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by the Investor expressly for use therein. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Postpost-Effective Amendment effective amendment to the Registration Statement, amended prospectus Statement or prospectus supplement the Prospectuses in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SECfile, within thirty one (301) days Business Day after the Execution Date, with the SEC a new Registration Statement on Form S-1 prospectus supplement covering the offering and sale of the Securities (the “Registration StatementProspectus Filing Date”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor). The Registration Statement prospectus supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement Agreement, containing required information previously omitted at the time of effectiveness of the Base Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Base Registration Statement and the prospectus supplement as of the date of the Registration Statementprospectus supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statementprospectus. The Company shall permit the Investor to review and comment upon the Registration Statement prospectus supplement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement prospectus supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statementprospectus supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement prospectus supplement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing effective registration statement filed or any new registration statement post-effective amendment or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Base Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty two (302) days after Business Days from the Execution Date, a new Registration Statement on Form S-1 prospectus supplement covering the offering and sale of the Securities (the “Registration StatementProspectus Supplement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor). The Registration Statement Prospectus Supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement Agreement, containing required information previously omitted from the Prospectus at the time of effectiveness of the Base Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Base Registration Statement and the prospectus supplement Prospectus as of the date of the Registration StatementProspectus Supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration StatementProspectus. The Company shall permit the Investor to review and comment upon the Registration Statement Prospectus Supplement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement Prospectus Supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor Investor, and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration StatementProspectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement Prospectus Supplement with the SEC. The At the time of the filing of the Prospectus Supplement, the Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact in the Prospectus (as supplemented by the Prospectus Supplement) or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there shall be no such untrue statement of material fact or omission in any pre-existing effective registration statement filed or any new registration statement post-effective amendment or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus Prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Base Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty (30) days after the Execution DateBCA Closing, a new Registration Statement on Form S-1 F-1 (the “Initial Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act. For the avoidance of doubt, the Initial Registration Statement must be filed after the BCA Closing and must contain all Commitment Shares and the maximum allowable amount of Purchase Notice Shares in the original registration statement. Any amended registration statement with the Commitment Shares and Purchase Notice Shares in which the original Registration Statement did not have the Commitment Shares and Purchase Notice Shares shall not constitute as the Initial Registration Statement.

Filing of Registration Statement. The Promptly following the Closing of the Purchase Agreement, the Company shall file with the SECSEC a registration statement on Form S-3 (or, within thirty if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all Registrable Securities held by the Investor) pursuant to Rule 415 under the Securities Act for the purpose of registering under the Securities Act all of the Registrable Securities held by the Investor for resale by, and for the account of, the Investor as selling stockholders thereunder in order that such registration statement shall be declared effective by the SEC upon the request of the Company no later than the expiration of three months from the Closing of the Purchase Agreement (30) days after the Execution Date, a new "Shelf Registration Statement"). The Company shall be obligated to file only one Shelf Registration Statement on Form S-1 pursuant to this Agreement, and shall include the Investor therein. Effectiveness Period. Subject to Section 3(b)(i) hereof, the Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required pursuant to the provisions of Section 3(b) hereof to the extent necessary to ensure that (i) it is available for resales by the Investor and (ii) conforms with the requirements of this Agreement and the Securities Act and the rules and regulations of the SEC promulgated thereunder as announced from time to time for a period (the “"Effectiveness Period") from the effective date of the Shelf Registration Statement”Statement until either of (i) the sale pursuant to the Shelf Registration Statement of all the Registrable Securities or (ii) at such time that the remaining Registrable Securities that are unsold by the Investor can be sold by the Investor (and any affiliates of the Investor with whom the Investor must aggregate their sales under Rule 144) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the InvestorRule 144 in any three-month period without volume limitations and without registration. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objectsInformation. The Investor shall furnish to the Company such information as the Company may reasonably request in writing in connection with the Shelf Registration Statement, including information regarding itselfthe Investor, the Company’s securities beneficially owned Registrable Securities held by the Investor Investor, and the intended method of distribution thereof, including any arrangement between the disposition of such securities. The Investor and any other person or relating agrees to furnish promptly to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact all information required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement disclosed in order to comply with Section 5(b) or 10 of make information previously furnished to the Securities ActCompany by the Investor not materially misleading.

Filing of Registration Statement. The Company shall file with the SEC, within thirty five (305) calendar days after the Execution Date, a new Registration Statement on Form S-1 (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their its filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The (i) On or before the Filing Deadline, the Company shall prepare and file with the SEC, within thirty (30) days after the Execution Date, Commission a new Registration Statement on Form S-1 (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of a number of shares of Registrable Securities equal to one hundred percent (100%) of the Securities by number of shares of Common Stock issuable upon conversion of the Investor. The Notes and exercise of the Warrants (such number to be determined using the Conversion Price (as defined in the Notes) and Exercise Price (as defined in the Warrants) in effect on the date on which the Registration Statement is filed and without regard to any restriction on such conversion or exercise). No securities shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed included in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such commentsother than securities owned by Purchasers, and the Company shall obtain waivers of registration rights from any individuals or entities who now or hereafter have registration rights, and will not file the Current Report or any other registration statements until the Registration Statement is effective. If the Company determines that it needs to register fewer shares than all of the Registrable Securities to comply with Rule 415 under the SEC Securities Act, then after notice to Purchasers with an explanation reasonably satisfactory to the Lead Purchaser, that it is unable to or it is unadvisable for the Company to attempt to register all the Registrable Securities in a form to which single Registration Statement it may register a lesser number of Registrable Securities. Such Registration Statement shall include the Investor reasonably objects. The Investor Plan of Distribution attached hereto as Exhibit A. Such Registration Statement shall furnish also state, to the Company extent permitted by Rule 416 under the Securities Act (“Rule 416”), that it also covers such information regarding itselfindeterminate number of additional shares of Common Stock as may become issuable upon the conversion of the Notes and exercise of the Warrants in order to prevent dilution resulting from stock splits, stock dividends or similar events. Notwithstanding anything to the contrary contained herein, the Company’s Registration Statement shall not cover any securities beneficially owned by other than the Investor and the intended method of distribution thereofRegistrable Securities and, including any arrangement between the Investor and any other person or relating notwithstanding anything to the sale or distribution contrary herein, the shares of the Company’s securitiescommon stock listed on Schedule 2(a) to this Agreement, as shall be reasonably requested by provided however in the event that the Company in connection with the preparation and filing determines that it needs to register fewer shares than all of the Current Report shares included on the Registration Statement in order to comply with Rule 415 under the Securities Act, it shall first reduce those shares listed on Schedule 2(a) and then if it still determines that it has to reduce the number of shares included on the Registration Statement it shall the reduce the number of Registrable Securities included on the Registration Statement, and . as provided in this Section. (ii) The Registration Statement shall otherwise cooperate with be on Form S-3 (except if the Company as reasonably requested by is not then eligible to register for resale the Registrable Securities on Form S-B2, in which case such registration shall be on another appropriate form in accordance herewith). In the event that Form S-B2 is not available for the registration of the resale of Registrable Securities hereunder, the Company in connection with shall (i) register the preparation and filing resale of the Current Report Registrable Securities on another appropriate form reasonably acceptable to the Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement with then in effect until such time as a Registration Statement on Form S-3 covering the SECRegistrable Securities has been declared effective by the Commission. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with become and/or remain eligible to register for resale the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Registrable Securities Acton Form S-3.

Filing of Registration Statement. The Company shall prepare and file with the SEC, within thirty (30) days after SEC the Execution Date, a new Resale Registration Statement on Form S-1 (required by Article 2 with respect to the “Registration Statement”) in compliance with the terms of the Registration Rights AgreementRegistrable Securities, covering only the resale of the Securities by the Investor. The and use commercially reasonable efforts to cause such Resale Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required Registrable Securities to be disclosed in become effective within 120 days after such filing, and shall keep the Resale Registration Statement continuously effective and the prospectus supplement available for use at all times, except as set forth herein, until such date as all of the date of Registrable Securities have been sold pursuant to such Resale Registration Statement (the "Registration Statement, including, without limitation, information required Period"). The Selling Securityholders shall have the right to be disclosed in select one legal counsel (the section captioned “Plan of Distribution” in the "Legal Counsel") to review any Resale Registration Statement. The Company shall cooperate with Legal Counsel in performing the Company's obligations under the terms of this Agreement. The Company shall permit the Investor Legal Counsel to review and comment upon the Registration Statement within a reasonable time Statements and all amendments and supplements to the Registration Statements (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any similar or successor report and registration statements on Form S-8) at least five (5) Business Days prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, SEC and the Company shall not file any document containing information relating to the Current Report or the Registration Statement with the SEC in a form Selling Securityholders to which the Investor Legal Counsel reasonably objects. The Investor Company shall (i) furnish to Legal Counsel, without charge, any correspondence from the SEC or the staff of the SEC to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or its representatives relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the any Registration Statement, (ii) promptly after the same is prepared and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement filed with the SEC, notify Legal Counsel of the filing of any Registration Statement and any amendment(s) thereto, including financial statements and schedules and all exhibits, and (iii) upon the effectiveness of any Registration Statement, furnish to Legal Counsel, without charge, one copy of the prospectus included in such Registration Statement and all amendments and supplements thereto. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required reasonably cooperate with Legal Counsel in performing the Company's obligations pursuant to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with this Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act3.1.

Filing of Registration Statement. (a) The Company shall file Trustee shall, in connection with the SECdistribution of the Units by Grantor to Electing Holders and otherwise, within thirty upon the request of Grantor, on behalf of the Trust, cooperate with Grantor and otherwise use its best efforts to cause: (30i) days after the Execution Date, a new Securities Act Registration Statement on Form S-1 to be prepared, signed, filed and declared effective by the SEC; (ii) an Exchange Act Registration Statement to be prepared, signed, filed and become effective; and (iii) the “Registration Statement”) in compliance with Units to be qualified or exempted from qualification under the terms securities or Blue Sky laws of the Registration Rights Agreementseveral states (b) Grantor shall be obligated and entitled, covering only at its own expense except as otherwise herein provided, to take or cause to be taken all steps customary or appropriate to the resale accomplishment of the Securities by the Investor. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, objectives set forth above including, without limitation, information required engaging counsel for itself and approving special counsel for the Trust, engaging accountants for the Trust, contracting for all printing and engraving services, making all filings and applications necessary to be disclosed in the section captioned “Plan of Distribution” in the Registration Statementforegoing and paying all filing and application fees associated therewith. The Company Trustee shall permit execute, by and on behalf of the Investor Trust, any documents incidental or related to review and comment upon the Registration Statement within a reasonable time prior foregoing as reasonably requested by Grantor. Notwithstanding anything in this Section 3.16 to their filing with the contrary, unless required by the SEC, the Company shall give reasonable consideration to all such comments, and the Company Trustee shall not file the Current Report or the be required to sign any Securities Act Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company Exchange Act Registration Statement in connection with the preparation and filing distribution of Units by Grantor to Electing Holders. If the Trustee does not sign any Securities Act Registration Statement or Exchange Act Registration Statement on behalf of the Current Report Trust in connection with such distribution of Units by Grantor to Electing Holders, then Grantor may sign on behalf of the Trust. (c) Except as precluded in Article VI, the reasonable fees, charges, expenses, disbursements and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested other costs incurred by the Company Trustee in connection with the preparation discharge of its duties under this Section 3.16 shall be paid by the Trust. (d) The Trustee shall cooperate with and assist Grantor in every reasonable way and in good faith in accomplishing the foregoing. Among other things, the Trustee shall permit counsel, special counsel and accountants engaged by Grantor and other representatives of Grantor reasonable access to information responsive to the requirements of the Securities Act, the Exchange Act, the securities or Blue Sky laws of the several states and to Trustee personnel having such information, as fully and to the same extent as if the Trustee were proceeding for its own purposes to accomplish such objectives. The Trustee agrees to provide Grantor with the authority and, if required pursuant to Section 3.16(b) above, the signatures required for the filing of the Current Report Securities Act Registration Statement, the Exchange Act Registration Statement and any registration statements, notices of exemption, applications for exemption, consents to service of process and all other documents necessary to comply with the Blue Sky laws of the several states The Trustee shall also provide Grantor upon request with a Unitholders' list as of the latest Quarterly Record Date in such form as Grantor may reasonably request. (e) After the registration of the Units pursuant to the Exchange Act, the Trustee, on behalf of the Trust, shall cause the Trust to comply with all of the rules, orders and regulations of the SEC and take all such other actions necessary for the Units to remain so registered until the Trust is terminated. (f) To the fullest extent permitted by law, Grantor agrees to defend, indemnify and hold the Trust and the Registration Statement Trustee and its officers, employees, agents and controlling persons harmless from and against any liabilities, obligations, suits, costs, expenses, claims, damages, losses, penalties, taxes, fees and other charges (collectively, "EXPENSES"), joint or several, or any action in respect thereof, to which the Trust or the Trustee or the officers, employees or agents of the Trustee or any controlling person of the Trustee becomes subject, under or with respect to the SEC. The Company shall have no knowledge of Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses arise out of, or are based upon, (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any Securities Act Registration Statement or Exchange Act Registration Statement, listing application with any national securities exchange or the National Association of Securities Dealers Automated Quotation System, or any other document filed by or on behalf of Grantor with the SEC or pursuant to any other federal or state securities law, or any other statement publicly made by or on behalf of Grantor, or (ii) the omission (or alleged omission) omission to state in any Securities Act Registration Statement or Exchange Act Registration Statement listing application with any national securities exchange or the National Association of a Securities Dealers Automated Quotation System, or any other document, or any other statement publicly made by or on behalf of Grantor, any material fact required to be stated therein or necessary to make the statements thereintherein not misleading; provided, however, that Grantor shall not be liable in light any case to the extent that any Expense arises out of, or is based upon, (A) any fraudulent misrepresentation, gross negligence or willful misconduct of the circumstances under which they were made, not misleading, Trustee or (B) any untrue statement or alleged untrue statement or omission or alleged omission included in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the such Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement or Exchange Act Registration Statement, amended prospectus or prospectus supplement any other document filed by or on behalf of Grantor, the Trust or the Trustee with the SEC, or any other statement publicly made by or on behalf of Grantor, the Trust or the Trustee in order to comply reliance upon and in conformity with Section 5(b) written information furnished by or 10 on behalf of the Securities ActTrustee specifically for inclusion therein. This provision shall in no way limit the general rights to indemnification and contribution and limitations on liability of the Trust and Trustee set forth in Article VI of this Agreement or elsewhere herein. Grantor shall promptly reimburse the Trustee for, or advance to the Trustee, any fees or expenses, including reasonable legal expenses, incurred by the Trustee in connection with the investigation or defense of any Expenses with respect to which the Trustee is entitled to indemnity by Grantor under this Section 3.16(f).

Filing of Registration Statement. The Company shall file with the SEC, within thirty (30) calendar days after the Execution Date, a new Registration Statement on Form S-1 (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their its filing with the SEC, the . The Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor Investor, and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty ten (3010) days after Business Days from the Execution Datedate hereof, a new Registration Statement on Form S-1 (prospectus supplement covering the “Registration Statement”) in compliance with the terms offering and sale of the Registration Rights Agreement, covering only Purchase Notice Shares and the resale of the Securities by the InvestorCommitment Shares. The Registration Statement prospectus supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement Agreement, containing required information previously omitted at the time of effectiveness of the Base Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Base Registration Statement and the prospectus supplement as of the date of the Registration Statementprospectus supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statementprospectus. The Company shall permit the Investor to review and comment upon the Registration Statement prospectus supplement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement prospectus supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statementprospectus supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement prospectus supplement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing effective registration statement filed or any new registration statement post-effective amendment or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Base Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within thirty (30( 30 ) days after the Execution Dateclosing of the Business Combination, a new Registration Statement on Form S-1 S - 1 (the ““ Registration StatementStatement ”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the InvestorInvestor . The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration StatementStatement . The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their its filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objectsobjects . The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SECSEC . The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-pre - existing registration statement filed or any new registration statement or prospectus which is a part of the foregoingforegoing . The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b5 (b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any Post-Post - Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b5 (b) or 10 of the Securities Act.Act . Section 6 . 4

Filing of Registration Statement. The Company shall file with the SEC, within thirty (30) calendar days after the Execution Date, a new Registration Statement on Form S-1 (or F-1) (the “Registration Statement”) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best commercially reasonable efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.