Common use of Additional Registration Statements Clause in Contracts

Additional Registration Statements. If for any reason (i) the SEC does not permit all of the Shares and Warrant Shares to be included in the Registration Statement filed pursuant to Section 4.1(a), or (ii) any outstanding Shares and Warrant Shares (without regard to any exercise caps contained in the Warrants) are not then covered by an effective Registration Statement, then in each such case the Company shall prepare and file within 30 days of realizing such obligation, an additional Registration Statement covering the resale of all such outstanding and issuable Shares and Warrant Shares not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or other appropriate form for such purpose). The Company shall cause each such Registration Statement to be declared effective under the Act as soon as possible but, in any event, within 120 days of realizing its obligation to file such Registration Statement, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Act. Not less than four trading days prior to the filing of a Registration Statement or any related prospectus or any amendment or supplement thereto, the Company shall furnish to each holder of Shares or Warrant Shares copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject to the review of such holder. The Company shall not file a Registration Statement, any prospectus or any amendments or supplements thereto in which the “Selling Stockholder” section thereof differs from the disclosure received from a holder in its Selling Holder Questionnaire (as amended or supplemented). The Company shall use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Shares or Warrant Shares for sale in any jurisdiction, at the earliest practicable moment. Upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time) on the date such Registration Statement is declared effective. Deliver to each Investor, by 9:00 a.m. (New York City time) on the day following the date such Registration Statement is declared effective, without charge, an electronic copy of each prospectus or prospectuses (including each form of prospectus) and each amendment or supplement thereto. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the selling holders in connection with the offering and sale of the Shares and Warrant Shares covered by such prospectus and any amendment or supplement thereto.

Additional Registration Statements. If Except as set forth on Schedule 4(j), until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any reason Current Public Information Failure (i) the SEC does not permit all of the Shares and Warrant Shares to be included as defined in the Registration Statement filed pursuant to Section 4.1(a), or (iiRights Agreement) any outstanding Shares and Warrant Shares (without regard to any exercise caps contained in the Warrants) are not then covered by an effective Registration Statement, then in each such case the Company shall prepare and file within 30 days of realizing such obligation, an additional Registration Statement covering the resale of all such outstanding and issuable Shares and Warrant Shares not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or other appropriate form for such purpose). The Company shall cause each such Registration Statement to be declared effective under the Act as soon as possible but, in any event, within 120 days of realizing its obligation to file such Registration Statement, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Act. Not less than four trading days prior to the filing of a Registration Statement or any related prospectus or any amendment or supplement theretoexists, the Company shall furnish to each holder of Shares or Warrant Shares copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject to the review of such holder. The Company shall not file a Registration Statement, registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any prospectus or any amendments or supplements thereto in Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the “Selling Stockholder” section thereof differs from resale by the disclosure received from a holder in its Selling Holder Questionnaire Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as amended defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or supplemented). The Company shall use its reasonable best efforts (y) the first date on which all of the Registrable Securities are eligible to avoid be resold by the issuance of, Buyers pursuant to Rule 144 (or, if issueda Current Public Information Failure has occurred and is continuing, obtain such later date after which the withdrawal Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (ior announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any order suspending the effectiveness of a Registration Statement, equity security or any equity-linked or related security (ii) any suspension of the qualification (or exemption from qualification) of any of the Shares or Warrant Shares for sale in any jurisdiction, at the earliest practicable moment. Upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time) on the date such Registration Statement is declared effective. Deliver to each Investor, by 9:00 a.m. (New York City time) on the day following the date such Registration Statement is declared effectiveincluding, without chargelimitation, an electronic copy of each prospectus any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or prospectuses any purchase rights (including each form of prospectus) and each amendment any such issuance, offer, sale, grant, disposition or supplement thereto. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the selling holders in connection with the offering and sale of the Shares and Warrant Shares covered by such prospectus and any amendment or supplement theretoannouncement).

Additional Registration Statements. If Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any reason Current Public Information Failure (i) the SEC does not permit all of the Shares and Warrant Shares to be included as defined in the Registration Statement filed pursuant to Section 4.1(a), or (iiRights Agreement) any outstanding Shares and Warrant Shares (without regard to any exercise caps contained in the Warrants) are not then covered by an effective Registration Statement, then in each such case the Company shall prepare and file within 30 days of realizing such obligation, an additional Registration Statement covering the resale of all such outstanding and issuable Shares and Warrant Shares not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or other appropriate form for such purpose). The Company shall cause each such Registration Statement to be declared effective under the Act as soon as possible but, in any event, within 120 days of realizing its obligation to file such Registration Statement, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Act. Not less than four trading days prior to the filing of a Registration Statement or any related prospectus or any amendment or supplement theretoexists, the Company shall furnish to each holder of Shares or Warrant Shares copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject to the review of such holder. The Company shall not file a registration statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement registering Excluded Securities, a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement); provided, however, the foregoing shall not prohibit the Company from filing a prospectus supplement to its effective shelf registration statement on Form S-3 (SEC Registration Statement, any No. 333-212550) in respect of a Subsequent Placement so long as such prospectus or any amendments or supplements thereto in supplement is not filed during the period commencing on the date hereof through and including the fifth (5th) Trading Day immediately following the Closing Date. “Applicable Date” means the earlier of (x) the first date on which the “Selling Stockholder” section thereof differs from resale by the disclosure received from a holder in its Selling Holder Questionnaire Investor Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as amended defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or supplemented). The Company shall use its reasonable best efforts (y) the first date on which all of the Registrable Securities are eligible to avoid be resold by the issuance of, Investor Buyers pursuant to Rule 144 (or, if issueda Current Public Information Failure has occurred and is continuing, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Shares or Warrant Shares for sale in any jurisdiction, at the earliest practicable moment. Upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, such later date after which the Company shall request acceleration of has cured such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time) on the date such Registration Statement is declared effective. Deliver to each Investor, by 9:00 a.m. (New York City time) on the day following the date such Registration Statement is declared effective, without charge, an electronic copy of each prospectus or prospectuses (including each form of prospectus) and each amendment or supplement thereto. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the selling holders in connection with the offering and sale of the Shares and Warrant Shares covered by such prospectus and any amendment or supplement theretoCurrent Public Information Failure).

Additional Registration Statements. If Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any reason Current Public Information Failure (i) the SEC does not permit all of the Shares and Warrant Shares to be included as defined in the Registration Statement filed pursuant to Section 4.1(a), or (iiRights Agreement) any outstanding Shares and Warrant Shares (without regard to any exercise caps contained in the Warrants) are not then covered by an effective Registration Statement, then in each such case the Company shall prepare and file within 30 days of realizing such obligation, an additional Registration Statement covering the resale of all such outstanding and issuable Shares and Warrant Shares not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or other appropriate form for such purpose). The Company shall cause each such Registration Statement to be declared effective under the Act as soon as possible but, in any event, within 120 days of realizing its obligation to file such Registration Statement, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Act. Not less than four trading days prior to the filing of a Registration Statement or any related prospectus or any amendment or supplement theretoexists, the Company shall furnish to each holder of Shares or Warrant Shares copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject to the review of such holder. The Company shall not file a Registration Statementregistration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on (i) a registration statement on Form S-8; (i) a registration statement on Form S-1 or Form S-3, as applicable, covering the resale of shares sold pursuant to a Permitted Equity Line (as defined below), or (iii) such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any prospectus or any amendments or supplements thereto in Subsequent Placement (as defined below))). “Applicable Date” means the later of (x) the Shareholder Approval Date (as defined below) and (y) the earliest to occur of (I) the first date on which the “Selling Stockholder” section thereof differs from resale by the disclosure received from a holder in its Selling Holder Questionnaire Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as amended or supplemented). The Company shall pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use its reasonable best efforts on such date) and (II) the first date on which all of the Registrable Securities are eligible to avoid be resold by the issuance of, Buyers pursuant to Rule 144 (or, if issueda Current Public Information Failure has occurred and is continuing, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Shares or Warrant Shares for sale in any jurisdiction, at the earliest practicable moment. Upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, such later date after which the Company shall request acceleration of has cured such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time) on the date such Registration Statement is declared effective. Deliver to each Investor, by 9:00 a.m. (New York City time) on the day following the date such Registration Statement is declared effective, without charge, an electronic copy of each prospectus or prospectuses (including each form of prospectus) and each amendment or supplement thereto. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the selling holders in connection with the offering and sale of the Shares and Warrant Shares covered by such prospectus and any amendment or supplement theretoCurrent Public Information Failure).

Additional Registration Statements. If for Whenever the Company (or a Successor Entity (as defined in the Warrants)) proposes to register the offer and sale of any reason shares of its common stock under the 1933 Act (other than a registration (i) the SEC does not permit all pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Shares and Warrant Shares to be included in the Registration Statement filed Company pursuant to Section 4.1(aany employee stock plan or other employee benefit arrangement), or (ii) in connection with any outstanding Shares dividend or distribution reinvestment or similar plan), which includes the registration of shares of Common Stock for the account of one or more stockholders of the Company and Warrant Shares the form of registration statement (without regard to any exercise caps contained in the Warrants) are not then covered by an effective a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities, then in each such case the Company shall prepare and file within 30 days of realizing include in such obligation, an additional Registration Statement covering registration all Registrable Securities unless the resale of all such outstanding and issuable Shares and Warrant Shares not already covered by an existing and effective Registration Statement Company has received a written request for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or other appropriate form for such purpose)exclusion from the Buyer. The Company shall cause each such Registration Statement to be declared effective under the Act as soon as possible but, give prompt written notice (in any event, within 120 days of realizing its obligation to file such Registration Statement, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Act. Not less event no later than four trading days ten (10) Trading Days prior to the filing of a such Piggyback Registration Statement or any related prospectus or any amendment or supplement thereto, the Company shall furnish to each holder of Shares or Warrant Shares copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject Statement) to the review Buyer of its intention to effect such holdera registration. The Company shall not file notify the Buyer, promptly after the Company receives notice thereof, of the time when such Piggyback Registration Statement has been declared effective or a Registration Statement, supplement to any prospectus forming a part of such Piggyback Registration Statement has been filed with the SEC. The Company shall further notify Buyer, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the happening of any event that would cause the prospectus included in such Piggyback Registration Statement to contain an untrue statement of a material fact or omit any amendments fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company shall prepare a supplement or supplements thereto amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in light of the circumstances under which the “Selling Stockholder” section thereof differs from the disclosure received from a holder in its Selling Holder Questionnaire (as amended or supplemented)they were made, not misleading. The Company shall use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the such that upon effectiveness of a any such Piggyback Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of Registrable Securities registered thereunder shall be listed on each securities exchange on which the Shares or Warrant Shares for sale in any jurisdiction, at the earliest practicable moment. Upon notification by the SEC that a Registration Statement will not be reviewed or Common Stock is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time) on the date such Registration Statement is declared effective. Deliver to each Investor, by 9:00 a.m. (New York City time) on the day following the date such Registration Statement is declared effective, without charge, an electronic copy of each prospectus or prospectuses (including each form of prospectus) and each amendment or supplement theretothen listed. The Company hereby consents shall otherwise use its reasonable efforts to take all other steps necessary to effect the use of such prospectus and each amendment or supplement thereto by each of the selling holders in connection with the offering registration and sale of the Shares and Warrant Shares covered by Registrable Securities included on such prospectus and any amendment or supplement theretoPiggyback Registration Statement as contemplated hereby.

Additional Registration Statements. If Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any reason Current Public Information Failure (i) the SEC does not permit all of the Shares and Warrant Shares to be included as defined in the Registration Statement filed pursuant to Section 4.1(a), or (iiRights Agreement) any outstanding Shares and Warrant Shares (without regard to any exercise caps contained in the Warrants) are not then covered by an effective Registration Statement, then in each such case the Company shall prepare and file within 30 days of realizing such obligation, an additional Registration Statement covering the resale of all such outstanding and issuable Shares and Warrant Shares not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or other appropriate form for such purpose). The Company shall cause each such Registration Statement to be declared effective under the Act as soon as possible but, in any event, within 120 days of realizing its obligation to file such Registration Statement, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Act. Not less than four trading days prior to the filing of a Registration Statement or any related prospectus or any amendment or supplement theretoexists, the Company shall furnish to each holder of Shares or Warrant Shares copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject to the review of such holder. The Company shall not file a registration statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or Form S-4 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)), other than a resale registration statement as required by the Transaction Agreement, dated as of July 20, 2017, by and between the Company and Wal-Mart Stores, Inc., the Transaction Agreement, dated as of April 4, 2017, by and between the Company and ▇▇▇▇▇▇.▇▇▇, Inc. and as may be required under the Registration Statement, any prospectus or any amendments or supplements thereto in Rights Agreement. “Applicable Date” means the earlier of (x) the first date on which the “Selling Stockholder” section thereof differs from resale by the disclosure received from a holder in its Selling Holder Questionnaire Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as amended defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or supplemented). The Company shall use its reasonable best efforts (y) the first date on which all of the Registrable Securities are eligible to avoid be resold by the issuance of, Buyers pursuant to Rule 144 (or, if issueda Current Public Information Failure has occurred and is continuing, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Shares or Warrant Shares for sale in any jurisdiction, at the earliest practicable moment. Upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, such later date after which the Company shall request acceleration of has cured such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time) on the date such Registration Statement is declared effective. Deliver to each Investor, by 9:00 a.m. (New York City time) on the day following the date such Registration Statement is declared effective, without charge, an electronic copy of each prospectus or prospectuses (including each form of prospectus) and each amendment or supplement thereto. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the selling holders in connection with the offering and sale of the Shares and Warrant Shares covered by such prospectus and any amendment or supplement theretoCurrent Public Information Failure).

Additional Registration Statements. If for From the date hereof until the date that is sixty-one (61) Business Days following the Effective Date, the Company will not, directly or indirectly, file any reason (i) registration statement with the SEC does not permit all of the Shares and Warrant Shares to be included in other than the Registration Statement filed pursuant Statement. The foregoing restriction shall not apply to Section 4.1(aregistration statements on Form S-8, or to any registration statement pertaining to any securities covered by the 2006-B Common Stock Purchase Agreement between ▇▇▇▇▇ ▇▇▇▇▇ and the Company dated September 25, 2006 (an “Illes Registration Statement”), or any amendment (iior post effective amendment) any outstanding Shares and Warrant Shares to a registration statement of the Company already on file with the SEC on the Closing Date (without regard to any exercise caps contained in the Warrants) are not then covered by an effective “Existing Registration Statement, then in each such case ”) (or supplement the Company shall prepare and file within 30 days prospectus contained therein) provided that neither the amendment or prospectus increases the aggregate number of realizing such obligation, an additional Registration Statement covering the resale shares of all such outstanding and issuable Shares and Warrant Shares not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis Common Stock registered pursuant to Rule 415, on Form S-3 (or other appropriate form for such purpose). The Company shall cause each such Registration Statement to be declared effective under the Act as soon as possible but, in any event, within 120 days of realizing its obligation to file such Existing Registration Statement. If anytime after the Filing Deadline, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Act. Not less than four trading days but prior to the filing of a Registration Statement or any related prospectus or any amendment or supplement thereto, date that the Company shall furnish to each holder of Shares or Warrant Shares copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject to the review of such holder. The Company shall not file a Registration Statement, any prospectus or any amendments or supplements thereto in which the “Selling Stockholder” section thereof differs from the disclosure received from a holder in its Selling Holder Questionnaire (as amended or supplemented). The Company shall use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Shares or Warrant Shares for sale in any jurisdiction, at the earliest practicable moment. Upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time) on the date such Registration Statement is declared effective. Deliver to each Investor, by 9:00 a.m. (New York City time) on the day following the date such Registration Statement is declared effective, without charge, an electronic copy the Company proposes to register any of each prospectus or prospectuses (including each form of prospectus) and each amendment or supplement thereto. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the selling holders its Common Stock in connection with an Illes Registration Statement or an Existing Registration Statement, the offering and sale Company shall, at such time, promptly give each Buyer written notice of such registration (a “Piggyback Registration Statement”). Upon the written request of any Buyer given by fax within three (3) Business Days after receipt of such notice by the Company, the Company shall cause to be included in such registration statement all of the Shares Registrable Securities that each such Holder has requested to be registered (“Piggyback Registration”) to the extent such inclusion does not violate the registration rights of any other security holder of the Company; provided, however, that nothing herein shall prevent the Company from withdrawing or abandoning such registration statement prior to its effectiveness. Notwithstanding the above, the Holders shall not be entitled to be included in any Piggyback Registration Statement that is filed after the Company has filed the Registration Statement, so long as such Registration Statement remains under review by the SEC and Warrant Shares covered by such prospectus and the Company continues to use all reasonable efforts to promptly respond to any amendment or supplement theretocomments from the SEC.

Additional Registration Statements. If Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any reason Current Public Information Failure (i) the SEC does not permit all of the Shares and Warrant Shares to be included as defined in the Registration Statement filed pursuant to Section 4.1(a)Rights Agreement) exists, or (ii) any outstanding Shares and Warrant Shares (without regard to any exercise caps contained in the Warrants) are not then covered by an effective Registration Statement, then in each such case the Company shall prepare not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than (x) the Common Stock issued (or issuable) pursuant to the PIPE Agreement and file within 30 days of realizing any Common Stock Equivalents issued thereunder (the “PIPE Securities”), (y) a registration statement on Form S-8 or (z) such obligation, an additional Registration Statement covering the resale of all such supplements or amendments to registration statements that are outstanding and issuable Shares have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and Warrant Shares available and not already covered by an existing and effective Registration Statement for an offering with respect to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or other appropriate form for such purposeany Subsequent Placement)). The Company shall cause each either (i) register the resale of the PIPE Securities by the holders thereof on the same Registration Statement registering the resale of Registrable Securities by the Investors or (ii) concurrently file two (2) Registration Statements (one (1) with respect to the resale of the PIPE Securities by the holders thereof and one (1) with respect to the resale of Registrable Securities by the Investors) (the “Separate Registration Statements”); provided, that the Company shall not permit any such Separate Registration Statement to be accelerated and/or declared effective under by the Act as soon as possible but, in any event, within 120 days SEC unless both Separate Registration Statements are being accelerated and/or declared effective by the SEC at the same time. “Applicable Date” means the earlier of realizing its obligation (x) the first date on which the resale by the Buyers of all the Registrable Securities required to file such Registration Statement, and shall use its reasonable best efforts to keep such be filed on the initial Registration Statement continuously effective under (as defined in the Act. Not less than four trading days prior Registration Rights Agreement) pursuant to the filing of a Registration Statement Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or any related prospectus or any amendment or supplement thereto, (y) the Company shall furnish to each holder of Shares or Warrant Shares copies first date on which all of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed Registrable Securities are eligible to be filed, which documents will be subject resold by the Buyers pursuant to the review of such holder. The Company shall not file a Registration Statement, any prospectus or any amendments or supplements thereto in which the “Selling Stockholder” section thereof differs from the disclosure received from a holder in its Selling Holder Questionnaire Rule 144 (as amended or supplemented). The Company shall use its reasonable best efforts to avoid the issuance of, or, if issueda Current Public Information Failure has occurred and is continuing, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Shares or Warrant Shares for sale in any jurisdiction, at the earliest practicable moment. Upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, such later date after which the Company shall request acceleration of has cured such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time) on the date such Registration Statement is declared effective. Deliver to each Investor, by 9:00 a.m. (New York City time) on the day following the date such Registration Statement is declared effective, without charge, an electronic copy of each prospectus or prospectuses (including each form of prospectus) and each amendment or supplement thereto. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the selling holders in connection with the offering and sale of the Shares and Warrant Shares covered by such prospectus and any amendment or supplement theretoCurrent Public Information Failure).

Additional Registration Statements. If for Until the Applicable Date (as defined below) and at any reason (i) the SEC does not permit all of the Shares and Warrant Shares to be included in the time thereafter while any Registration Statement filed pursuant to Section 4.1(a), or (ii) any outstanding Shares and Warrant Shares (without regard to any exercise caps contained in the Warrants) are is not then covered by an effective Registration Statement, then in each such case the Company shall prepare and file within 30 days of realizing such obligation, an additional Registration Statement covering the resale of all such outstanding and issuable Shares and Warrant Shares not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or other appropriate form for such purpose). The Company shall cause each such Registration Statement to be declared effective under the Act as soon as possible but, in any event, within 120 days of realizing its obligation to file such Registration Statement, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Act. Not less than four trading days prior to the filing of a Registration Statement or any related prospectus or any amendment or supplement theretocontained therein is not available for use, the Company shall furnish to each holder of Shares or Warrant Shares copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject to the review of such holder. The Company shall not file a registration statement under the 1933 Act relating to securities that are not the Registrable Securities; provided, however, that the Company shall be permitted, at any time, to file and cause to become effective another registration statement for the registration of shares of Common Stock (and/or warrants to purchase Common Stock) that do not constitute Registrable Securities, or to include such securities in one or more Registration StatementStatements, any prospectus or any amendments or supplements thereto in connection with a Permitted Registration (as defined below). “Applicable Date” means the first date on which the “Selling Stockholder” section thereof differs from resale by the disclosure received from a holder in its Selling Holder Questionnaire Buyers of all Registrable Securities is covered by one or more effective Registration Statements (as amended or supplementeddefined in the Registration Rights Agreement) (and each prospectus contained therein is available for use on such date). The “Permitted Registration” shall mean the registration under the 1933 Act for resale, at any time, of shares of Common Stock and/or warrants to purchase Common Stock (but no other securities) issued by the Company shall use its reasonable best efforts to avoid in a Permitted Private Placement (including, for the issuance ofavoidance of doubt, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) subsequent registration of any of securities issued in the Shares or Warrant Shares for sale in any jurisdiction, at the earliest practicable moment. Upon notification by the SEC Permitted Private Placement that were removed from a Registration Statement will not be reviewed or is no longer subject due to further review the rules and comments, regulations of the SEC). “Permitted Private Placement” shall mean the issuance by the Company shall request acceleration of shares of Common Stock and/or warrants to purchase Common Stock (but no other securities) in one (but no more than one) transaction conducted pursuant to a valid exemption from registration under the 1933 Act, with the aggregate offering amount of such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time) privately issued securities to be no greater than $20,000,000, which transaction may occur on or about the date such Registration Statement on which the Form 20-F referenced in Section 5(c) is declared effective. Deliver to each Investor, by 9:00 a.m. (New York City time) filed or at any time on the day following the date such Registration Statement is declared effective, without charge, an electronic copy of each prospectus or prospectuses (including each form of prospectus) and each amendment or supplement thereto. The Company hereby consents prior to the use of such prospectus and each amendment or supplement thereto by each of the selling holders in connection with the offering and sale of the Shares and Warrant Shares covered by such prospectus and any amendment or supplement theretoSelf Filing Effective Date.

Additional Registration Statements. If Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any reason Current Public Information Failure (i) the SEC does not permit all of the Shares and Warrant Shares to be included as defined in the Registration Statement filed pursuant to Section 4.1(a), or (iiRights Agreement) any outstanding Shares and Warrant Shares (without regard to any exercise caps contained in the Warrants) are not then covered by an effective Registration Statement, then in each such case the Company shall prepare and file within 30 days of realizing such obligation, an additional Registration Statement covering the resale of all such outstanding and issuable Shares and Warrant Shares not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or other appropriate form for such purpose). The Company shall cause each such Registration Statement to be declared effective under the Act as soon as possible but, in any event, within 120 days of realizing its obligation to file such Registration Statement, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Act. Not less than four trading days prior to the filing of a Registration Statement or any related prospectus or any amendment or supplement theretoexists, the Company shall furnish to each holder of Shares or Warrant Shares copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject to the review of such holder. The Company shall not file a Registration Statementregistration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than (i) a registration statement on Form S-8; (ii) such supplements, any prospectus or any amendments or supplements thereto in post-effective amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement (as defined below)); or (iii) an amendment to the Company’s Registration Statement on Form S-3 (File No. 333-284669) (solely to the extent necessary to respond to comments made by the SEC and to incorporate by reference the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024) or the filing of an additional registration statement on Form S-3 for the registration for resale of additional “p▇▇▇▇ warrants” issued to the Lenders. “Applicable Date” means the later of (x) the date on which the “Selling Stockholder” section thereof differs from the disclosure received from a holder in its Selling Holder Questionnaire Nasdaq Approval (as amended defined below) is obtained and (y) the earlier to occur of (I) the first date on which the resale by the Buyers of the Registrable Securities required to be filed on the initial Registration Statement pursuant to the Registration Rights Agreement (subject to any reduction pursuant to (i) Section 2(f) of the Registration Rights Agreement and (ii) an amount of Registrable Securities less than all of the Registrable Securities in the event the Company and Required Holder agree to register less than all of the Registrable Securities pursuant to Section 4(a) of the Registration Rights Agreement, the Incremental Warrant Conversion Shares), is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or supplemented). The (II) the first date on which all of the Registrable Securities, other than in the event the Company shall use its reasonable best efforts and Required Holder agree to avoid register less than all of the issuance ofRegistrable Securities, the Incremental Warrant Conversion Shares, are eligible to be resold by the Buyers pursuant to Rule 144 (or, if issueda Current Public Information Failure has occurred and is continuing, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Shares or Warrant Shares for sale in any jurisdiction, at the earliest practicable moment. Upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, such later date after which the Company shall request acceleration of has cured such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time) on the date such Registration Statement is declared effective. Deliver to each Investor, by 9:00 a.m. (New York City time) on the day following the date such Registration Statement is declared effective, without charge, an electronic copy of each prospectus or prospectuses (including each form of prospectus) and each amendment or supplement thereto. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the selling holders in connection with the offering and sale of the Shares and Warrant Shares covered by such prospectus and any amendment or supplement theretoCurrent Public Information Failure).

Additional Registration Statements. If Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any reason Current Public Information Failure (i) the SEC does not permit all of the Shares and Warrant Shares to be included as defined in the Registration Statement filed pursuant to Section 4.1(a), or (iiRights Agreement) any outstanding Shares and Warrant Shares (without regard to any exercise caps contained in the Warrants) are not then covered by an effective Registration Statement, then in each such case the Company shall prepare and file within 30 days of realizing such obligation, an additional Registration Statement covering the resale of all such outstanding and issuable Shares and Warrant Shares not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or other appropriate form for such purpose). The Company shall cause each such Registration Statement to be declared effective under the Act as soon as possible but, in any event, within 120 days of realizing its obligation to file such Registration Statement, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Act. Not less than four trading days prior to the filing of a Registration Statement or any related prospectus or any amendment or supplement theretoexists, the Company shall furnish not (except with respect to each holder of Shares A▇▇▇’▇ spin-off and for an Uplist Transaction) file a registration statement or Warrant Shares copies an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Selling StockholdersApplicable Date” section means the earlier of such document, (x)first date on which the “Plan resale by the Buyers of Distribution” and any risk factor contained in such document that addresses specifically this transaction or all the Selling Stockholders, as proposed Registrable Securities required to be filed, which documents will be subject filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the review Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of such holder. The Company shall not file a Registration Statement, any prospectus or any amendments or supplements thereto in which the “Selling Stockholder” section thereof differs from Registrable Securities are eligible to be resold by the disclosure received from a holder in its Selling Holder Questionnaire Buyers pursuant to Rule 144 (as amended or supplemented). The Company shall use its reasonable best efforts to avoid the issuance of, or, if issueda Current Public Information Failure has occurred and is continuing, obtain such later date after which the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, Company has cured such Current Public Information Failure). Notwithstanding anything herein or (ii) any suspension of the qualification (or exemption from qualification) of any of the Shares or Warrant Shares for sale in any jurisdiction, at the earliest practicable moment. Upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time) on the date such Registration Statement is declared effective. Deliver to each Investor, by 9:00 a.m. (New York City time) on the day following the date such Registration Statement is declared effective, without charge, an electronic copy of each prospectus or prospectuses (including each form of prospectus) and each amendment or supplement thereto. The Company hereby consents other Transaction Document to the use of such prospectus and each amendment contrary, in no event shall this provision apply to any registration statement, transaction or supplement thereto by each of securities permitted under the selling holders in connection with the offering and sale of the Shares and Warrant Shares covered by such prospectus and any amendment or supplement theretoRegistration Rights Agreement.

Additional Registration Statements. If Except as set forth on Schedule 4(k), until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any reason Current Public Information Failure (i) the SEC does not permit all of the Shares and Warrant Shares to be included as defined in the Registration Statement filed pursuant to Section 4.1(a), or (iiRights Agreement) any outstanding Shares and Warrant Shares (without regard to any exercise caps contained in the Warrants) are not then covered by an effective Registration Statement, then in each such case the Company shall prepare and file within 30 days of realizing such obligation, an additional Registration Statement covering the resale of all such outstanding and issuable Shares and Warrant Shares not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or other appropriate form for such purpose). The Company shall cause each such Registration Statement to be declared effective under the Act as soon as possible but, in any event, within 120 days of realizing its obligation to file such Registration Statement, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Act. Not less than four trading days prior to the filing of a Registration Statement or any related prospectus or any amendment or supplement theretoexists, the Company shall furnish to each holder of Shares or Warrant Shares copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject to the review of such holder. The Company shall not file a Registration Statement, registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any prospectus or any amendments or supplements thereto in Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the “Selling Stockholder” section thereof differs from resale by the disclosure received from a holder in its Selling Holder Questionnaire Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as amended defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or supplemented). The Company shall use its reasonable best efforts (y) the first date on which all of the Registrable Securities are eligible to avoid be resold by the issuance of, Buyers pursuant to Rule 144 (or, if issueda Current Public Information Failure has occurred and is continuing, obtain such later date after which the withdrawal Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (ior announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any order suspending the effectiveness of a Registration Statement, equity security or any equity-linked or related security (ii) any suspension of the qualification (or exemption from qualification) of any of the Shares or Warrant Shares for sale in any jurisdiction, at the earliest practicable moment. Upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time) on the date such Registration Statement is declared effective. Deliver to each Investor, by 9:00 a.m. (New York City time) on the day following the date such Registration Statement is declared effectiveincluding, without chargelimitation, an electronic copy of each prospectus any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or prospectuses any purchase rights) (including each form of prospectus) and each amendment any such issuance, offer, sale, grant, disposition or supplement thereto. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the selling holders in connection with the offering and sale of the Shares and Warrant Shares covered by such prospectus and any amendment or supplement theretoannouncement.

Additional Registration Statements. If for Whenever the Company (or a Successor Entity) proposes to register the offer and sale of any reason shares of its common stock under the Securities Act (other than a registration (i) the SEC does not permit all pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Shares and Warrant Shares to be included in the Registration Statement filed Company pursuant to Section 4.1(aany employee stock plan or other employee benefit arrangement), or (ii) in connection with any outstanding Shares dividend or distribution reinvestment or similar plan), which includes the registration of shares of Common Stock for the account of one or more stockholders of the Company and Warrant Shares the form of registration statement (without regard to any exercise caps contained in the Warrants) are not then covered by an effective a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities, then in each such case the Company shall prepare and file within 30 days of realizing include in such obligation, an additional Registration Statement covering registration all Registrable Securities unless the resale of all such outstanding and issuable Shares and Warrant Shares not already covered by an existing and effective Registration Statement Company has received a written request for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or other appropriate form for such purpose)exclusion from the Buyer. The Company shall cause each such Registration Statement to be declared effective under the Act as soon as possible but, give prompt written notice (in any event, within 120 days of realizing its obligation to file such Registration Statement, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Act. Not less event no later than four trading days ten (10) Trading Days prior to the filing of a such Piggyback Registration Statement or any related prospectus or any amendment or supplement thereto, the Company shall furnish to each holder of Shares or Warrant Shares copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject Statement) to the review Buyer of its intention to effect such holdera registration. The Company shall not file notify the Buyer, promptly after the Company receives notice thereof, of the time when such Piggyback Registration Statement has been declared effective or a Registration Statement, supplement to any prospectus forming a part of such Piggyback Registration Statement has been filed with the SEC. The Company shall further notify Buyer, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event that would cause the prospectus included in such Piggyback Registration Statement to contain an untrue statement of a material fact or omit any amendments fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company shall prepare a supplement or supplements thereto amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in light of the circumstances under which the “Selling Stockholder” section thereof differs from the disclosure received from a holder in its Selling Holder Questionnaire (as amended or supplemented)they were made, not misleading. The Company shall use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the such that upon effectiveness of a any such Piggyback Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of Registrable Securities registered thereunder shall be listed on each securities exchange on which the Shares or Warrant Shares for sale in any jurisdiction, at the earliest practicable moment. Upon notification by the SEC that a Registration Statement will not be reviewed or Common Stock is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time) on the date such Registration Statement is declared effective. Deliver to each Investor, by 9:00 a.m. (New York City time) on the day following the date such Registration Statement is declared effective, without charge, an electronic copy of each prospectus or prospectuses (including each form of prospectus) and each amendment or supplement theretothen listed. The Company hereby consents shall otherwise use its reasonable efforts to take all other steps necessary to effect the use of such prospectus and each amendment or supplement thereto by each of the selling holders in connection with the offering registration and sale of the Shares and Warrant Shares covered by Registrable Securities included on such prospectus and any amendment or supplement theretoPiggyback Registration Statement as contemplated hereby.

Additional Registration Statements. If for Whenever the Company (or a Successor Entity (as defined in the Warrants)) proposes to register the offer and sale of any reason shares of its common stock under the 1933 Act (other than a registration (i) the SEC does not permit all pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Shares and Warrant Shares to be included in the Registration Statement filed Company pursuant to Section 4.1(aany employee stock plan or other employee benefit arrangement), or (ii) in connection with any outstanding Shares dividend or distribution reinvestment or similar plan), which includes the registration of shares of Common Stock for the account of one or more stockholders of the Company and Warrant Shares the form of registration statement (without regard to any exercise caps contained in the Warrants) are not then covered by an effective a “Piggyback Registration Statement”) to be ​ ​ ​ ​ ​ used may be used for any registration of Registrable Securities, then in each such case the Company shall prepare and file within 30 days of realizing include in such obligation, an additional Registration Statement covering registration all Registrable Securities unless the resale of all such outstanding and issuable Shares and Warrant Shares not already covered by an existing and effective Registration Statement Company has received a written request for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or other appropriate form for such purpose)exclusion from the Buyer. The Company shall cause each such Registration Statement to be declared effective under the Act as soon as possible but, give prompt written notice (in any event, within 120 days of realizing its obligation to file such Registration Statement, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Act. Not less event no later than four trading days ten (10) Trading Days prior to the filing of a such Piggyback Registration Statement or any related prospectus or any amendment or supplement thereto, the Company shall furnish to each holder of Shares or Warrant Shares copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject Statement) to the review Buyer of its intention to effect such holdera registration. The Company shall not file notify the Buyer, promptly after the Company receives notice thereof, of the time when such Piggyback Registration Statement has been declared effective or a Registration Statement, supplement to any prospectus forming a part of such Piggyback Registration Statement has been filed with the SEC. The Company shall further notify Buyer, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the happening of any event that would cause the prospectus included in such Piggyback Registration Statement to contain an untrue statement of a material fact or omit any amendments fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company shall prepare a supplement or supplements thereto amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in light of the circumstances under which the “Selling Stockholder” section thereof differs from the disclosure received from a holder in its Selling Holder Questionnaire (as amended or supplemented)they were made, not misleading. The Company shall use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the such that upon effectiveness of a any such Piggyback Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of Registrable Securities registered thereunder shall be listed on each securities exchange on which the Shares or Warrant Shares for sale in any jurisdiction, at the earliest practicable moment. Upon notification by the SEC that a Registration Statement will not be reviewed or Common Stock is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time) on the date such Registration Statement is declared effective. Deliver to each Investor, by 9:00 a.m. (New York City time) on the day following the date such Registration Statement is declared effective, without charge, an electronic copy of each prospectus or prospectuses (including each form of prospectus) and each amendment or supplement theretothen listed. The Company hereby consents shall otherwise use its reasonable efforts to take all other steps necessary to effect the use of such prospectus and each amendment or supplement thereto by each of the selling holders in connection with the offering registration and sale of the Shares and Warrant Shares covered by Registrable Securities included on such prospectus and any amendment or supplement thereto.Piggyback Registration Statement as contemplated hereby. ​

Additional Registration Statements. If for any reason (i) Whenever the SEC does not permit all Company (or a Successor Entity) proposes to register the offer and sale of any shares of its common stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Shares and Warrant Shares to be included in the Registration Statement filed Company pursuant to Section 4.1(aany employee stock plan or other employee benefit arrangement), or (ii) in connection with any outstanding Shares dividend or distribution reinvestment or similar plan), which includes the registration of shares of Common Stock for the account of one or more stockholders of the Company and Warrant Shares the form of registration statement (without regard to any exercise caps contained in the Warrants) are not then covered by an effective a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities, then in each such case the Company shall prepare and file within 30 days of realizing include in such obligation, an additional Registration Statement covering registration all Registrable Securities unless the resale of all such outstanding and issuable Shares and Warrant Shares not already covered by an existing and effective Registration Statement Company has received a written request for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or other appropriate form for such purpose)exclusion from the Holder. The Company shall cause each such Registration Statement to be declared effective under the Act as soon as possible but, give prompt written notice (in any event, within 120 days of realizing its obligation to file such Registration Statement, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Act. Not less event no later than four trading days ten (10) Trading Days prior to the filing of a such Piggyback Registration Statement or any related prospectus or any amendment or supplement thereto, the Company shall furnish to each holder of Shares or Warrant Shares copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject Statement) to the review Holder of its intention to effect such holdera registration. The Company shall not file notify the Holder, promptly after the Company receives notice thereof, of the time when such Piggyback Registration Statement has been declared effective or a Registration Statement, supplement to any prospectus forming a part of such Piggyback Registration Statement has been filed with the SEC. The Company shall further notify Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event that would cause the prospectus included in such Piggyback Registration Statement to contain an untrue statement of a material fact or omit any amendments fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company shall prepare a supplement or supplements thereto amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in light of the circumstances under which the “Selling Stockholder” section thereof differs from the disclosure received from a holder in its Selling Holder Questionnaire (as amended or supplemented)they were made, not misleading. The Company shall use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the such that upon effectiveness of a any such Piggyback Registration Statement, or the Registrable Securities registered thereunder shall be listed on each securities exchange on which the Common Stock is then listed. The Company shall otherwise use its reasonable efforts to take all other steps necessary to effect the registration and sale of the Registrable Securities included on such Piggyback Registration Statement as contemplated hereby. (ii) any suspension of Notwithstanding the qualification (or exemption from qualification) of any of foregoing, until such time as the Shares or Warrant Shares for sale in any jurisdiction, at the earliest practicable moment. Upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time) on the date such Registration Statement is declared effective. Deliver to each Investoreffective and for one year following such effective date, by 9:00 a.m. neither the Company (nor any Successor Entity) nor New York City time) on ▇▇▇▇▇▇ shall register the day following the date such Registration Statement is declared effective, without charge, an electronic copy of each prospectus or prospectuses (including each form of prospectus) and each amendment or supplement thereto. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the selling holders in connection with the offering offer and sale of any shares of Common Stock under the Shares Securities Act other than (A) a resale registration statement covering the Registrable Securities held by the Holder as of the Effective Date, (B) a registration statement covering shares issuable further to an equity line to be provided by Esousa Holdings LLC or its affiliate and Warrant Shares covered by such prospectus and any amendment or supplement thereto(C) a shelf registration statement on Form S-3 covering shares estimated to cover one year of interest payable in stock further to the terms of the Preferred Stock.

Additional Registration Statements. If for any reason (i) Until the SEC does Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not permit all of effective or the Shares and Warrant Shares to be included prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Statement filed pursuant to Section 4.1(a), or (iiRights Agreement) any outstanding Shares and Warrant Shares (without regard to any exercise caps contained in the Warrants) are not then covered by an effective Registration Statement, then in each such case the Company shall prepare and file within 30 days of realizing such obligation, an additional Registration Statement covering the resale of all such outstanding and issuable Shares and Warrant Shares not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or other appropriate form for such purpose). The Company shall cause each such Registration Statement to be declared effective under the Act as soon as possible but, in any event, within 120 days of realizing its obligation to file such Registration Statement, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Act. Not less than four trading days prior to the filing of a Registration Statement or any related prospectus or any amendment or supplement theretoexists, the Company shall furnish to each holder of Shares or Warrant Shares copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject to the review of such holder. The Company shall not file a Registration Statementregistration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than (i) a registration statement on Form S-8; (ii) a registration statement on Form S-1 or Form S-3, as applicable, covering the resale of shares sold pursuant to a Permitted Equity Line (as defined in the Certificate of Designations), or (iii) such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any prospectus or any amendments or supplements thereto in Subsequent Placement (as defined below))). “Applicable Date” means the later of (x) the Stockholder Approval Date (as defined below) and (y) the earliest to occur of (I) the first date on which the “Selling Stockholder” section thereof differs from resale by the disclosure received from a holder in its Selling Holder Questionnaire Buyers of all the Registrable Securities required to be filed on the initial Registration Statement pursuant to the Registration Rights Agreement is declared effective by the SEC (as amended or supplemented). The Company shall and each prospectus contained therein is available for use its reasonable best efforts on such date) and (II) the first date on which all of the Registrable Securities are eligible to avoid be resold by the issuance of, Buyers pursuant to Rule 144 (or, if issueda Current Public Information Failure has occurred and is continuing, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Shares or Warrant Shares for sale in any jurisdiction, at the earliest practicable moment. Upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, such later date after which the Company shall request acceleration of has cured such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time) on the date such Registration Statement is declared effective. Deliver to each Investor, by 9:00 a.m. (New York City time) on the day following the date such Registration Statement is declared effective, without charge, an electronic copy of each prospectus or prospectuses (including each form of prospectus) and each amendment or supplement thereto. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the selling holders in connection with the offering and sale of the Shares and Warrant Shares covered by such prospectus and any amendment or supplement theretoCurrent Public Information Failure).

Additional Registration Statements. If for Whenever the Company (or a Successor Entity (as defined in the Warrants)) proposes to register the offer and sale of any reason shares of its common stock under the 1933 Act (other than a registration (i) the SEC does not permit all pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Shares and Warrant Shares to be included in the Registration Statement filed Company pursuant to Section 4.1(aany employee stock plan or other employee benefit arrangement), or (ii) in connection with any outstanding Shares dividend or distribution reinvestment or similar plan), which includes the registration of shares of Common Stock for the account of one or more stockholders of the Company and Warrant Shares the form of registration statement (without regard to any exercise caps contained in the Warrants) are not then covered by an effective a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities, then in each such case the Company shall prepare and file within 30 days of realizing include in such obligation, an additional Registration Statement covering registration all Registrable Securities unless the resale of all such outstanding and issuable Shares and Warrant Shares not already covered by an existing and effective Registration Statement Company has received a written request for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or other appropriate form for such purpose)exclusion from the Buyer. The Company shall cause each such Registration Statement to be declared effective under the Act as soon as possible but, give prompt written notice (in any event, within 120 days of realizing its obligation to file such Registration Statement, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Act. Not less event no later than four trading days ten (10) Trading Days prior to the filing of a such Piggyback Registration Statement or any related prospectus or any amendment or supplement thereto, the Company shall furnish to each holder of Shares or Warrant Shares copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject Statement) to the review Buyer of its intention to effect such holdera registration. The Company shall not file notify the Buyer, promptly ​ ​ ​ after the Company receives notice thereof, of the time when such Piggyback Registration Statement has been declared effective or a Registration Statement, supplement to any prospectus forming a part of such Piggyback Registration Statement has been filed with the SEC. The Company shall further notify Buyer, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the happening of any event that would cause the prospectus included in such Piggyback Registration Statement to contain an untrue statement of a material fact or omit any amendments fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company shall prepare a supplement or supplements thereto amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in light of the circumstances under which the “Selling Stockholder” section thereof differs from the disclosure received from a holder in its Selling Holder Questionnaire (as amended or supplemented)they were made, not misleading. The Company shall use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the such that upon effectiveness of a any such Piggyback Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of Registrable Securities registered thereunder shall be listed on each securities exchange on which the Shares or Warrant Shares for sale in any jurisdiction, at the earliest practicable moment. Upon notification by the SEC that a Registration Statement will not be reviewed or Common Stock is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time) on the date such Registration Statement is declared effective. Deliver to each Investor, by 9:00 a.m. (New York City time) on the day following the date such Registration Statement is declared effective, without charge, an electronic copy of each prospectus or prospectuses (including each form of prospectus) and each amendment or supplement theretothen listed. The Company hereby consents shall otherwise use its reasonable efforts to take all other steps necessary to effect the use of such prospectus and each amendment or supplement thereto by each of the selling holders in connection with the offering registration and sale of the Shares and Warrant Shares covered by Registrable Securities included on such prospectus and any amendment or supplement theretoPiggyback Registration Statement as contemplated hereby.

Additional Registration Statements. If Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any reason Current Public Information Failure (i) the SEC does not permit all of the Shares and Warrant Shares to be included as defined in the Registration Statement filed pursuant to Section 4.1(a), or (iiRights Agreement) any outstanding Shares and Warrant Shares (without regard to any exercise caps contained in the Warrants) are not then covered by an effective Registration Statement, then in each such case the Company shall prepare and file within 30 days of realizing such obligation, an additional Registration Statement covering the resale of all such outstanding and issuable Shares and Warrant Shares not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or other appropriate form for such purpose). The Company shall cause each such Registration Statement to be declared effective under the Act as soon as possible but, in any event, within 120 days of realizing its obligation to file such Registration Statement, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Act. Not less than four trading days prior to the filing of a Registration Statement or any related prospectus or any amendment or supplement theretoexists, the Company shall furnish to each holder of Shares or Warrant Shares copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject to the review of such holder. The Company shall not file a Registration Statement, registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than (i) a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any prospectus Subsequent Placement) or any amendments or supplements thereto in which (ii) registration statements filed on Form S-1 with respect to the “Selling Stockholder” section thereof differs from the disclosure received from a holder in its Selling Holder Questionnaire (as amended or supplemented). The Company shall use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal spin-off of (i) any order suspending the effectiveness of a Registration StatementWhite River Energy Corp, or (ii) any suspension Wolf Energy Services Inc. and (iii) Zest Labs Inc. to the stockholders of the qualification (or exemption from qualification) of any Company as of the Shares or Warrant Shares for sale record date thereof (the “Spin-Off Transaction”). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in any jurisdiction, at the earliest practicable moment. Upon notification Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC that (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Registration Statement will not be reviewed or Current Public Information Failure has occurred and is no longer subject to further review and commentscontinuing, such later date after which the Company shall request acceleration of has cured such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time) on the date such Registration Statement is declared effective. Deliver to each Investor, by 9:00 a.m. (New York City time) on the day following the date such Registration Statement is declared effective, without charge, an electronic copy of each prospectus or prospectuses (including each form of prospectus) and each amendment or supplement thereto. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the selling holders in connection with the offering and sale of the Shares and Warrant Shares covered by such prospectus and any amendment or supplement theretoCurrent Public Information Failure).

Additional Registration Statements. If Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any reason Current Public Information Failure (as defined in the Registration Rights Agreement) exists, neither the SPAC nor the Company shall file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement (i) the SEC does not permit all of the Shares and Warrant Shares to be included in the Registration Statement filed pursuant to Section 4.1(a), or (ii) any outstanding Shares and Warrant Shares (without regard to any exercise caps contained in the Warrants) are not then covered by an effective Registration Statement, then in each such case the Company shall prepare and file within 30 days of realizing such obligation, an additional Registration Statement covering the resale of all such outstanding and issuable Shares and Warrant Shares not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or other appropriate form for such purpose). The Company shall cause each such Registration Statement to be declared effective under the Act as soon as possible but, in any event, within 120 days of realizing its obligation to file such Registration Statement, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Act. Not less than four trading days prior to the filing of a Registration Statement or any related prospectus or any amendment or supplement thereto, the Company shall furnish to each holder of Shares or Warrant Shares copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject to the review of such holder. The Company shall not file a Registration Statement, any prospectus or any amendments or supplements thereto in which the “Selling Stockholder” section thereof differs from the disclosure received from a holder in its Selling Holder Questionnaire (as amended or supplemented). The Company shall use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Shares or Warrant Shares for sale in any jurisdiction, at the earliest practicable moment. Upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time) on the date such Registration Statement is declared effective. Deliver to each Investor, by 9:00 a.m. (New York City time) on the day following the date such Registration Statement is declared effective, without charge, an electronic copy of each prospectus or prospectuses (including each form of prospectus) and each amendment or supplement thereto. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the selling holders F-4 in connection with the offering and sale consummation of the Shares and Warrant Shares covered by such prospectus Merger and any amendment or supplement theretopost-effective amendment or other registration statement relating to securities registered pursuant to such F-4, (ii) on Form F-1 registering the resale of Ordinary Shares and warrants of the Company (and Ordinary Shares issuable upon exercise of such warrants) issuable to the sponsor of the SPAC and the underwriter of the SPAC’s initial public offering upon the closing of the Merger, (iii) a Form S-8 or a registration statement relating to the Permitted Equity Line, or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC, or (iv) a registration statement relating to an Approved Financing) or (v) a registration statement relating to a financing the proceeds of which are to be used to pay the Notes in full as provided in (and to the extent permitted by) the terms of the Notes. “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure).

Additional Registration Statements. If Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any reason Current Public Information Failure (i) the SEC does not permit all of the Shares and Warrant Shares to be included as defined in the Registration Statement filed pursuant to Section 4.1(a), or (iiRights Agreement) any outstanding Shares and Warrant Shares (without regard to any exercise caps contained in the Warrants) are not then covered by an effective Registration Statement, then in each such case the Company shall prepare and file within 30 days of realizing such obligation, an additional Registration Statement covering the resale of all such outstanding and issuable Shares and Warrant Shares not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or other appropriate form for such purpose). The Company shall cause each such Registration Statement to be declared effective under the Act as soon as possible but, in any event, within 120 days of realizing its obligation to file such Registration Statement, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Act. Not less than four trading days prior to the filing of a Registration Statement or any related prospectus or any amendment or supplement theretoexists, the Company shall furnish to each holder of Shares or Warrant Shares copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject to the review of such holder. The Company shall not file a registration statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement registering Excluded Securities, a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement); provided, however, the foregoing shall not prohibit the Company from filing a prospectus supplement to its effective shelf registration statement on Form S-3 (SEC Registration Statement, any No. 333-212550) in respect of a Subsequent Placement so long as such prospectus or any amendments or supplements thereto in supplement is not filed during the Restricted Period (as defined below). “Applicable Date” means the earlier of (x) the first date on which the “Selling Stockholder” section thereof differs from resale by the disclosure received from a holder in its Selling Holder Questionnaire Investor Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as amended defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or supplemented). The Company shall use its reasonable best efforts (y) the first date on which all of the Registrable Securities are eligible to avoid be resold by the issuance of, Investor Buyers pursuant to Rule 144 (or, if issueda Current Public Information Failure has occurred and is continuing, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Shares or Warrant Shares for sale in any jurisdiction, at the earliest practicable moment. Upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, such later date after which the Company shall request acceleration of has cured such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time) on the date such Registration Statement is declared effective. Deliver to each Investor, by 9:00 a.m. (New York City time) on the day following the date such Registration Statement is declared effective, without charge, an electronic copy of each prospectus or prospectuses (including each form of prospectus) and each amendment or supplement thereto. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the selling holders in connection with the offering and sale of the Shares and Warrant Shares covered by such prospectus and any amendment or supplement theretoCurrent Public Information Failure).