Common use of The Registration Statement Clause in Contracts

The Registration Statement. Company will file, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within thirty (30) days from the Closing Date a registration statement on Form S-1 (the “Initial Registration Statement”) registering at least 18,500,000 Common Shares for the Commitment Shares and issuances pursuant to the Pre-Paid Purchases, including a base prospectus, with respect to the issuance and sale of securities by Company, including Common Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company may sell the Common Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Following Company receiving Approval (as defined below) for issuances of Common Shares to exceed the Exchange Cap (as defined below) Company will file one or more Registration Statements as necessary to have sufficient Common Shares registered to accommodate the full Commitment Amount. Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Registration Statement at all times Investor owns any of the Securities.

The Registration Statement. Company will file, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within thirty (30) days from the Closing Date a registration statement on Form S-1 F-1 (the “Initial Registration Statement”) registering at least 18,500,000 Common the lesser of (i) 10,000,000 Ordinary Shares or (ii) the maximum number of Ordinary Shares permitted by the SEC for the Commitment Shares and issuances pursuant (including but not limited to the Pre-Paid PurchasesDelivery Shares) and Purchase Shares, including a base prospectus, with respect to the issuance and sale of securities by Company, including Common Ordinary Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company may sell the Common Ordinary Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Following Company receiving Approval (as defined below) for issuances of Common Shares covenants to exceed the Exchange Cap (as defined below) Company will file one or more Registration Statements as necessary to have sufficient Common Ordinary Shares registered to accommodate the full Commitment AmountOrdinary Shares underlying each Pre-Paid Purchase. Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Registration Statement at all times Investor owns any of the Securities.

The Registration Statement. Company will file, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within thirty ten (3010) days from the Closing Date a registration statement on Form S-1 (the “Initial Registration Statement”) registering at least 18,500,000 a sufficient number of Common Shares for the Commitment Shares and issuances pursuant to Shares, the Pre-Paid PurchasesDelivery Shares and the Purchase Shares, including a base prospectus, with respect to the issuance and sale of securities by Company, including Common Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company may sell the Common Shares. The number of Purchase Shares registrable under the Initial Registration Statement will be 8,000,000 Common Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Following Company receiving Approval (as defined below) for issuances of Common Shares to exceed the Exchange Cap (as defined below) Company will file one or more Registration Statements as necessary to have sufficient Common Shares registered to accommodate the full Commitment Amount. Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Registration Statement at all times Investor owns any of the Securities.

The Registration Statement. Company will file, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within thirty forty-five (3045) days from the Closing Date a registration statement on Form S-1 (the “Initial Registration Statement”) registering at least 18,500,000 3,049,000 Common Shares for the Commitment Shares and issuances pursuant to the Pre-Paid Purchases, including a base prospectus, with respect to the issuance and sale of securities by Company, including Common Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company may sell the Common Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Following Company receiving Approval (as defined below) for issuances of Common Shares to exceed the Exchange Cap (as defined below) Company will file one or more Registration Statements as necessary to have sufficient Common Shares registered to accommodate the full Commitment Amount. Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Registration Statement at all times Investor owns any of the Securities.

The Registration Statement. Company will file, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within thirty the later of twenty (3020) days from (i) the filing of Company’s annual report on Form 10-K, and (ii) the Closing Date Date, a registration statement on Form S-1 (the “Initial Registration Statement”) registering at least 18,500,000 Common 8,000,000 Class A Shares for the Commitment Shares and issuances (subject to any limits that may be imposed pursuant to Rule 415 under the Pre-Paid Purchases1933 Act or the rules and regulations of the Principal Market), including a base prospectus, with respect to the issuance and sale of securities by Company, including Common Class A Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company Investor may sell the Common Class A Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Following Company receiving Approval (as defined below) for issuances of Common Shares covenants to exceed the Exchange Cap (as defined below) Company will file one or more Registration Statements as necessary to have sufficient Common Class A Shares registered to accommodate the full Commitment AmountClass A Shares underlying the conversion of each Preferred Share. Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Registration Statement at all times Investor owns any of the Securities.

The Registration Statement. Company will fileWithin forty-five (45) days of Closing, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within thirty (30) days from the Closing Date Company will file a registration statement on Form S-1 F-3 or if such form is not available, on Form F-1 (the “Initial Registration Statement”) registering at least 18,500,000 Common Shares for the resale of the Commitment Shares, the Pre-Delivery Shares, the Purchase Shares, and any other Class A Shares and issuances issuable pursuant to this Agreement or the Pre-Paid Purchases, including a base prospectus, with respect to the issuance and sale of securities by Company, including Common Class A Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company Investor may sell the Common Class A Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Following Company receiving Approval (as defined below) for issuances of Common Shares covenants to exceed the Exchange Cap (as defined below) Company will file one or more Registration Statements as necessary to have sufficient Common Class A Shares registered at all times to accommodate the full Commitment Amount. Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Initial Registration Statement Statement, or any subsequent Registration Statements, at all times Investor owns any of the Securities.

The Registration Statement. Company will filefile within sixty (60) days of the Closing Date, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within thirty (30) days from the Closing Date a resale registration statement on Form S-1 or S-3 (the “Initial Registration Statement”) registering at least 18,500,000 10,000,000 shares of Common Shares Stock for the resale of the Commitment Shares and issuances the Purchase Shares, and any other Common Stock issuable pursuant to this Agreement or the Pre-Paid Purchases, including a base prospectus, with respect to the issuance and sale of securities by Company, including Common SharesStock, which contains, among other things a Plan of Distribution section disclosing the methods by which Company may sell the Common SharesStock. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Following Company receiving Approval (as defined below) for issuances of Common Shares covenants to exceed the Exchange Cap (as defined below) Company will file one or more Registration Statements as necessary to have sufficient Common Shares Stock registered at all times to accommodate the full Commitment Amount. Following the effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Initial Registration Statement Statement, or any subsequent Registration Statements, at all times Investor owns any of the Securities.