Common use of Obligations of the Holders Clause in Contracts

Obligations of the Holders. a Each Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least eight(8) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Stockholder Representative or each Holder, at the discretion of the Company, of the information the Company requires from the specified Holder if it elects to have any of its Registrable Securities included in the Registration Statement. A Holder shall, or at the Company’s election, the Stockholder Representative shall aggregate and, provide the information to the Company at least five (5) Business Days prior to the first anticipated filing date of such Registration Statement if the Holder elects to have any of the Registrable Securities included in the Registration Statement. In the event that a Holder, or the Stockholder Representative on such Holder’s behalf, does not provide such information on a timely basis, the Company shall provide prompt written notice to the Holder (email being sufficient) or Stockholder Representative, as applicable, that the Registrable Securities attributable to that Holder will be excluded from the Registration Statement unless the Holder or Stockholder Representative provides the required information within one (1) Business Day after its receipt of such notice. If the Holder or Stockholder Representative does not provide the required information to the Company by the end of the next Business Day after its receipt of such notice, the Company shall have the right to exclude the Registrable Securities attributable to that Holder from the Registration Statement. b Each Holder agrees to (i) notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in a Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under which they were made and (ii) to furnish to the Company, as promptly as practicable, any additional information required to correct and update the information previously furnished by such Holder such that the Prospectus shall not contain any untrue statement or a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made. c Each Holder, by its acceptance of the Registrable Securities, and the Stockholder Representative, severally and not jointly, agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless, in the case of the Holders, the Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. d Each Holder agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(g) hereof, the Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Holder is advised by the Company that such dispositions may again be made.

Obligations of the Holders. a (a) Each Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of the Registrable Securities held by itit if substantially different from Exhibit A, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least eight(8five (5) Business Days business days prior to the first anticipated filing date of any Registration Statement (or in the case of a Shelf Registration Statement, prior to the anticipated filing date of the Prospectus Supplement), the Company shall notify the Stockholder Representative or each Holder, at the discretion of the Company, Holder of the information the Company requires from the specified Holder if it elects to have any of its Registrable Securities included in the Registration StatementStatement and if applicable, Prospectus Supplement. A Holder shall, or at the Company’s election, the Stockholder Representative shall aggregate and, provide the information to the Company at least five three (53) Business Days business days prior to the first anticipated filing date of such Registration Statement or Prospectus Supplement, as applicable, if the Holder elects to have any of the Registrable Securities included in the such Registration StatementStatement or Prospectus Supplement. In the event that a Holder, or the Stockholder Representative on such Holder’s behalf, Holder does not provide such information on a timely basis, the Company shall provide prompt written notice to the Holder (email being sufficient) or Stockholder Representative, as applicable, that the Registrable Securities attributable to that Holder will be excluded from the Registration Statement or Prospectus Supplement, as applicable, unless the Holder or Stockholder Representative provides the required information within one (1) Business Day business day after its receipt of such notice. If the Holder or Stockholder Representative does not provide the required information to the Company by the end of the next Business Day business day after its receipt of such notice, the Company shall have the right to exclude the Registrable Securities attributable to that Holder from the Registration Statement. b Each Holder agrees to (i) notify the Company as promptly as practicable of any inaccuracy Statement or change in information previously furnished to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in a Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under which they were made and (ii) to furnish to the CompanySupplement, as promptly as practicable, any additional information required to correct and update the information previously furnished by such Holder such that the Prospectus shall not contain any untrue statement or a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made. c Each Holder, by its acceptance of the Registrable Securitiesapplicable, and the Stockholder Representative, severally and Holder shall not jointly, agree be entitled to cooperate receive any liquidated damages pursuant to the provisions of this Agreement with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless, in the case of the Holders, the Holder has notified the Company in writing of its election respect to exclude all of its Registrable Securities from such Registration Statement. d Each Holder agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(g) hereof, the Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Holder is advised by the Company that such dispositions may again be made.

Obligations of the Holders. a a. Each Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of the Registrable Securities held by itit if substantially different from Exhibit A, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least eight(8five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Stockholder Member Representative or each Holder, at the discretion of the Company, of the information the Company requires from the specified Holder if it elects to have any of its Registrable Securities included in the Registration Statement. A Holder shall, or at the Company’s election, the Stockholder Member Representative shall aggregate and, provide the information to the Company at least five three (53) Business Days prior to the first anticipated filing date of such Registration Statement if the Holder elects to have any of the Registrable Securities included in the Registration Statement. In the event that a Holder, or the Stockholder Member Representative on such Holder’s behalf, does not provide such information on a timely basis, the Company shall provide prompt written notice to the Holder (email being sufficient) or Stockholder Member Representative, as applicable, that the Registrable Securities attributable to that Holder will be excluded from the Registration Statement unless the Holder or Stockholder Member Representative provides the required information within one (1) Business Day after its receipt of such notice. If the Holder or Stockholder Member Representative does not provide the required information to the Company by the end of the next Business Day after its receipt of such notice, the Company shall have the right to exclude the Registrable Securities attributable to that Holder from the Registration Statement and the Holder shall not be entitled to receive any liquidated damages pursuant to the provisions of this Agreement with respect to such Registration Statement. b Each Holder agrees to (i) notify the Company as promptly as practicable of any inaccuracy or change Notwithstanding anything in information previously furnished this Agreement to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in a Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under which they were made and (ii) to furnish to the Company, as promptly as practicablecontrary, any additional information required Holder that elects not to correct and update the information previously furnished by such Holder such that the Prospectus shall not contain have any untrue statement or a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made. c Each Holder, by its acceptance of the Registrable Securities, and the Stockholder Representative, severally and not jointly, agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless, in the case of the Holders, the Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from included in the Registration Statement, shall not be entitled to receive any liquidated damages pursuant to the provisions of this Agreement with respect to such Registration Statement. d Each Holder agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(g) hereof, the Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Holder is advised by the Company that such dispositions may again be made.

Obligations of the Holders. Subject to the last sentence of this Section 3(b), as a Each condition precedent to the obligations of the Company to file any Registration Statement, each Holder shall furnish in writing to the Company such information regarding itselfsuch Holder (and any of its affiliates), the Registrable Securities held by it, to be sold and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least eight(8) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Stockholder Representative or each Holder, at the discretion of the Company, of the information the Company requires from the specified Holder if it elects to have any of its Registrable Securities included in the Registration Statement. A Holder shall, or at the Company’s election, the Stockholder Representative shall aggregate and, provide the information to the Company at least five (5) Business Days prior to the first anticipated filing date of such Registration Statement if the Holder elects to have any of the Registrable Securities included in the Registration Statement. In the event that a Holder, or the Stockholder Representative on such Holder’s behalf, does not provide such information on a timely basis, the Company shall provide prompt written notice to the Holder (email being sufficient) or Stockholder Representative, as applicable, that the Registrable Securities attributable to that Holder will be excluded from the Registration Statement unless the Holder or Stockholder Representative provides the required information within one (1) Business Day after its receipt of such notice. If the Holder or Stockholder Representative does not provide the required information to the Company by the end of the next Business Day after its receipt of such notice, the Company shall have the right to exclude the Registrable Securities attributable to that Holder from the Registration Statement. b Each Holder agrees to (i) notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in a Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under which they were made and (ii) to furnish to the Company, as promptly as practicable, any additional information required to correct and update the information previously furnished by such Holder such that the Prospectus shall not contain any untrue statement or a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made. c Each Holder, by its acceptance of the Registrable Securities, and the Stockholder Representative, severally and not jointly, agree to cooperate with the Company as reasonably requested by the Company as is reasonably necessary or advisable for inclusion in connection with the preparation and filing of a Registration Statement hereunder, unlessrelating to such offering pursuant to the Securities Act. Notwithstanding the foregoing, in the case no event will any party be required to disclose to any other party any personally identifiable information or personal financial information in respect of the Holdersany individual, the Holder has notified the Company in writing or confidential information of its election to exclude all of its Registrable Securities from such Registration Statementany Person. d Each Holder agrees that, by acquisition of the Registrable Securities that (i) upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an any event pursuant to of the kind described in Section 3(g) hereof3(a)(v), the such Holder will immediately shall forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(a)(v); (ii) upon receipt of any notice from the Company of the happening of any event of the kind described in clause (A) of Section 3(a)(xi), such Holder shall discontinue its disposition of Registrable Securities pursuant to such registration statement until such Holder’s receipt of the notice described in clause (C) of Section 3(a)(xi); and (iii) upon receipt of any notice from the Company of the happening of any event of the kind described in clause (B) of Section 3(a)(xi), such Holder shall discontinue its disposition of Registrable Securities pursuant to such registration statement in the applicable state jurisdiction(s) until such Holder’s receipt of the notice described in clause (C) of Section 3(a)(xi). The length of time that any Registration Statement covering is required to remain effective shall be extended by any period of time that such registration statement is unavailable for use pursuant to this paragraph, provided, however, in no event shall any Registration Statement be required to remain effective after the date on which all Registrable Securities cease to be Registrable Securities, until the Holder is advised by the Company that such dispositions may again be made.

Obligations of the Holders. In connection with the registration of the Registrable Securities, the Holders shall have the following obligations: It shall be a Each condition precedent to the obligations of the Company to effect the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it, it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least eight(8) Business Days five trading days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify the Stockholder Representative or each Holder, at the discretion of the Company, Holder of the information the Company requires from the specified Holder if it elects to have any of its Registrable Securities included in the Registration Statement. A Holder shall, or at the Company’s election, the Stockholder Representative shall aggregate and, provide the information to the Company at least five (5) Business Days prior to the first anticipated filing date of such Registration Statement if the Holder elects to have any of the Registrable Securities included in the Registration Statement. In the event that a Holder, or the Stockholder Representative on each such Holder’s behalf, does not provide such information on a timely basis, the Company shall provide prompt written notice to the Holder (email being sufficient) or Stockholder Representative, as applicable, that the Registrable Securities attributable to that Holder will be excluded from the Registration Statement unless the Holder or Stockholder Representative provides the required information within one (1) Business Day after its receipt of such notice. If the Holder or Stockholder Representative does not provide the required information to the Company by the end of the next Business Day after its receipt of such notice, the Company shall have the right to exclude the Registrable Securities attributable to that Holder from the Registration Statement. b Each Holder agrees to (i) notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in a Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under which they were made and (ii) to furnish to the Company, as promptly as practicable, any additional information required to correct and update the information previously furnished by such Holder such that the Prospectus shall not contain any untrue statement or a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made. c Each Holder, by its acceptance of the Registrable Securities, and the Stockholder Representative, severally and not jointly, agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement hereunder, unless, in the case of the Holders, the unless such Holder has notified the Company in writing of its such Holder's election to exclude all of its such Holder's Registrable Securities from such Registration Statement. d Each Holder agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an any event pursuant to Section 3(gof the kind described in Sections 3(e) hereofor 3(f) or 3(p) (a "Suspension Notice"), the such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Holder's receipt of notice from the Company that it may resume disposition of Registrable Securities pursuant to the Registration Statement and, until if applicable, the copies of the supplemented or amended prospectus contemplated by Sections 3(e) or 3(f) or 3(p) and, if so directed by the Company, such Holder is advised shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. Notwithstanding anything to the contrary, subject to compliance with applicable laws, the Company shall cause the transfer agent for the Registrable Securities to deliver unlegended shares of Common Stock to a transferee of a Holder in connection with any sale of Registrable Securities pursuant to the Registration Statement with respect to which such Holder has entered into a contact for sale prior to receipt of a Suspension Notice and for which such Holder has not yet settled. No Holder may participate in any underwritten distribution hereunder unless such Holder (i) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses of Holder in excess of those payable by the Company that such dispositions may again be madepursuant to Section 5 below, and (iv) complies with all applicable laws in connection therewith. Notwithstanding anything in this Section 4(d) to the contrary, this Section 4(d) is not intended to limit a Holder's rights under Sections 2(a) hereof. Each Holder agrees to provide prompt notice to the Company of its sale or other disposition of the Registrable Securities.

Obligations of the Holders. In connection with the registration of the Registrable Securities, the Holders shall have the following obligations, which obligations shall be several and not joint: (a) Prior to the first anticipated filing date of the Registration Statement under Section 2(a) hereof, the Company shall provide the Holders with a Each draft of the Registration Statement, including such information about the Holder as has been provided in the Questionnaire completed by the Holder, together with whatever confirmations, certificates or consents as may be reasonably requested by the Company. In connection with any other Registration Statement including the Holders, it shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Appendix I with respect to the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it, it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least eight(8) Business Days ten business days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify the Stockholder Representative each Holder and its counsel, whether in-house or each Holder, at the discretion of the Company, otherwise ("Counsel") of the information the Company requires from each such Holder (the specified "Requested Information") if such Holder if it elects to have any of its Registrable Securities included in the Registration Statement. A Holder shall, or at the Company’s election, the Stockholder Representative shall aggregate and, provide the information to the Company If at least five (5) Business Days four business days prior to the first anticipated filing date the Company has not received the Requested Information from a Holder (a "Non-Responsive Holder") or its Counsel, then the Company shall send such Non-Responsive Holder and its Counsel a reminder of such information request. If at least two business days prior to the anticipated filing date the Company still has not received the Requested Information from such Non-Responsive Holder or its Counsel, then the Company may file the Registration Statement if the Holder elects to have any without including Registrable Securities of such Non-Responsive Holder. However, promptly upon receipt of the Registrable Securities included in Requested Information, and at the Registration Statement. In expense of the event that a Non-Responsive Holder, or the Stockholder Representative on such Holder’s behalf, does not provide such information on a timely basis, the Company shall provide prompt written notice file such amendment(s) to the Holder (email being sufficient) or Stockholder Representative, Registration Statement as applicable, that may be necessary to include therein the Registrable Securities attributable to that Holder will be excluded from the Registration Statement unless the Holder or Stockholder Representative provides the required information within one (1) Business Day after its receipt of such notice. If the Holder or Stockholder Representative does not provide the required information to the Company by the end of the next Business Day after its receipt of such notice, the Company shall have the right to exclude the Registrable Securities attributable to that Holder from the Registration StatementNon-Responsive Holder. b (b) Each Holder agrees to (i) notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in a Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under which they were made and (ii) to furnish to the Company, as promptly as practicable, any additional information required to correct and update the information previously furnished by such Holder such that the Prospectus shall not contain any untrue statement or a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made. c Each Holder, by its acceptance of the Registrable Securities, and the Stockholder Representative, severally and not jointly, agree Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement hereunder, unless, in the case of the Holders, the unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such the Registration Statement. d ; the Company shall, on its part, ensure that Item 507 of Regulation S-K of the Securities Act (regarding information on the selling security holders) be complied with in connection with its preparation and filing of the Registration Statement hereunder; (c) As promptly as practicable after becoming aware of such event, notify the Company of the occurrence of any event, as a result of which the Prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (d) Each Holder agrees that, upon receipt of any notice from the Company of either (i) the commencement occurrence of an Allowed Delay pursuant to any event of the kind described in Section 2(c)(ii3(e) or (ii) the happening of an event pursuant to Section 3(g) hereof3(f), the Holder will it shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(e) and, until the Holder is advised if so directed by the Company, such Holder shall deliver to the Company that (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such dispositions may again be madeHolder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. 5.

Obligations of the Holders. a a. Each Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of the Registrable Securities held by itit if substantially different from Exhibit A, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least eight(8five (5) Business Days business days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Stockholder Representative or each Holder, at the discretion of the Company, Holder of the information the Company requires from the specified Holder if it elects to have any of its Registrable Securities included in the Registration Statement. A Holder shall, or at the Company’s election, the Stockholder Representative shall aggregate and, provide the information to the Company at least five three (53) Business Days business days prior to the first anticipated filing date of such Registration Statement if the Holder elects to have any of the Registrable Securities included in the Registration Statement. In the event that a Holder, or the Stockholder Representative on such Holder’s behalf, Holder does not provide such information on a timely basis, the Company shall provide prompt written notice to the Holder (email being sufficient) or Stockholder Representative, as applicable, that the Registrable Securities attributable to that Holder will be excluded from the Registration Statement unless the Holder or Stockholder Representative provides the required information within one (1) Business Day business day after its receipt of such notice. If the Holder or Stockholder Representative does not provide the required information to the Company by the end of the next Business Day business day after its receipt of such notice, the Company shall have the right to exclude the Registrable Securities attributable to that Holder from the Registration Statement and the Holder shall not be entitled to receive any liquidated damages pursuant to the provisions of this Agreement with respect to such Registration Statement. b Each Holder agrees to (i) notify the Company as promptly as practicable of any inaccuracy or change Notwithstanding anything in information previously furnished this Agreement to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in a Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under which they were made and (ii) to furnish to the Company, as promptly as practicablecontrary, any additional information required Holder that elects not to correct and update the information previously furnished by such Holder such that the Prospectus shall not contain have any untrue statement or a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made. c Each Holder, by its acceptance of the Registrable Securities, and the Stockholder Representative, severally and not jointly, agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless, in the case of the Holders, the Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from included in the Registration Statement, shall not be entitled to receive any liquidated damages pursuant to the provisions of this Agreement with respect to such Registration Statement. d Each Holder agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(g) hereof, the Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Holder is advised by the Company that such dispositions may again be made.

Obligations of the Holders. a a. Each Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of the Registrable Securities held by itit if substantially different from Exhibit A, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least eight(8five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Stockholder Representative or each Holder, at the discretion of the Company, Holder of the information the Company requires from the specified Holder if it elects to have any of its Registrable Securities included in the Registration StatementStatement which such notice may be provided through Ladenburg as Placement Agent. A Holder shall, or at the Company’s election, the Stockholder Representative shall aggregate and, provide the information to the Company at least five two (52) Business Days prior to the first anticipated filing date of such Registration Statement if the Holder elects to have any of the Registrable Securities included in the Registration Statement. In the event that a Holder, or the Stockholder Representative on such Holder’s behalf, Holder does not provide such information on a timely basis, the Company shall provide prompt written notice to the Holder (email being sufficient) or Stockholder Representative, as applicable, that the Registrable Securities attributable to that Holder will be excluded from the Registration Statement unless the Holder or Stockholder Representative provides the required information within one (1) Business Day after its receipt of such notice. If the Holder or Stockholder Representative does not provide the required information to the Company by the end of the next Business Day after its receipt of such notice, the Company shall have the right to exclude the Registrable Securities attributable to that Holder from the Registration Statement and the Holder shall not be entitled to receive any liquidated damages pursuant to the provisions of this Agreement with respect to such Registration Statement. b Each Holder agrees to (i) notify the Company as promptly as practicable of any inaccuracy or change Notwithstanding anything in information previously furnished this Agreement to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in a Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under which they were made and (ii) to furnish to the Company, as promptly as practicablecontrary, any additional information required Holder that elects not to correct and update the information previously furnished by such Holder such that the Prospectus shall not contain have any untrue statement or a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made. c Each Holder, by its acceptance of the Registrable Securities, and the Stockholder Representative, severally and not jointly, agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless, in the case of the Holders, the Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from included in the Registration Statement, shall not be entitled to receive any liquidated damages pursuant to the provisions of this Agreement with respect to such Registration Statement. d Each Holder agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(g) hereof, the Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Holder is advised by the Company that such dispositions may again be made.

Obligations of the Holders. a (a) Each Holder shall furnish in writing to the Company such information regarding itselfsuch Holder, the Registrable Securities held by it, such Holder and the intended method of disposition of the Registrable Securities held by it, such Holder as shall be reasonably required to effect the registration of such Registrable Securities and shall execute execute, or shall cause to be executed, such customary documents in connection with such registration as the Company may reasonably request. At least eight(8) Business Days prior to In connection therewith, upon the first anticipated filing date execution of any Registration Statementthis Agreement, the Company each Holder shall notify the Stockholder Representative or each Holdercomplete, at the discretion of the Company, of the information the Company requires from the specified Holder if it elects to have any of its Registrable Securities included in the Registration Statement. A Holder shall, or at the Company’s election, the Stockholder Representative shall aggregate and, provide the information execute and deliver to the Company at a selling securityholder notice and questionnaire in the form attached hereto as Exhibit B. At least five (5) Business Days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Holder of any additional information the Company requires from such Registration Statement if Holder, and such Holder shall provide such information to the Holder elects Company at least three (3) Business Days prior to have any the first anticipated filing date of the Registrable Securities included in the Registration Statement. In the event that a Holder, or the Stockholder Representative on such Holder’s behalf, does not provide such information on a timely basis, the Company shall provide prompt written notice to the Holder (email being sufficientb) or Stockholder Representative, as applicable, that the Registrable Securities attributable to that Holder will be excluded from the Registration Statement unless the Holder or Stockholder Representative provides the required information within one (1) Business Day after its receipt of such notice. If the Holder or Stockholder Representative does not provide the required information to the Company by the end of the next Business Day after its receipt of such notice, the Company shall have the right to exclude the Registrable Securities attributable to that Holder from the Registration Statement. b Each Holder agrees to (i) notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in a Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under which they were made and (ii) to furnish to the Company, as promptly as practicable, any additional information required to correct and update the information previously furnished by such Holder such that the Prospectus shall not contain any untrue statement or a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made. c Each Holder, by its acceptance of the Registrable Securities, and the Stockholder Representative, severally and not jointly, agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless, in the case of the Holders, the Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. d Each Holder agrees that, upon (c) Upon receipt of any written notice from the Company of either (i) any event of the commencement of an Allowed Delay pursuant to kind described in Section 2(c)(ii3.2(e) or (iiSection 3.2(f) the happening or written notice of an event pursuant to Section 3(g) hereofany Grace Period, the each Holder will immediately shall forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement covering until such Registrable Securities, Holder has received copies of a supplemented or amended prospectus or until the such Holder is advised in writing by the Company that the use of the prospectus may be resumed or that the Grace Period has ended. If so directed by the Company, such dispositions may again be made.Holder shall use its commercially reasonable efforts to return to the Company (at the Company's expense) all copies of the prospectus covering such Registrable Securities current at the time of receipt of such notice other than permanent file copies then in such Xxxxxx’s possession. (d) No Holder shall use any free writing prospectus (as defined in Rule 405) in connection with the sale of Registrable Securities without the prior written consent of the Company. (e) Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to any Registration Statement. Section 3.5

Obligations of the Holders. a (a) Each Holder shall furnish in writing to the Company such information regarding itselfsuch Holder, the Registrable Securities held by it, such Holder and the intended method of disposition of the Registrable Securities held by it, such Holder as shall be reasonably required to effect the registration of such Registrable Securities and shall execute execute, or shall cause to be executed, such customary documents in connection with such registration as the Company may reasonably request. At least eight(8In connection therewith, as promptly as reasonably practicable after execution of this Agreement (but in no event later than ten (10) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Stockholder Representative or each Holder, at the discretion of the Company, of the information the Company requires from the specified Holder if it elects to have any of its Registrable Securities included in the Registration Statement. A ), each Holder shallshall complete, or at the Company’s election, the Stockholder Representative shall aggregate and, provide the information execute and deliver to the Company at a selling securityholder notice and questionnaire in the form attached hereto as Exhibit B. At least five (5) Business Days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Holder of any additional information the Company requires from such Registration Statement if Holder, and such Holder shall provide such information to the Holder elects Company at least three (3) Business Days prior to have any the first anticipated filing date of the Registrable Securities included in the Registration Statement. In the event that a Holder, or the Stockholder Representative on such Holder’s behalf, does not provide such information on a timely basis, the Company shall provide prompt written notice to the Holder (email being sufficientb) or Stockholder Representative, as applicable, that the Registrable Securities attributable to that Holder will be excluded from the Registration Statement unless the Holder or Stockholder Representative provides the required information within one (1) Business Day after its receipt of such notice. If the Holder or Stockholder Representative does not provide the required information to the Company by the end of the next Business Day after its receipt of such notice, the Company shall have the right to exclude the Registrable Securities attributable to that Holder from the Registration Statement. b Each Holder agrees to (i) notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in a Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under which they were made and (ii) to furnish to the Company, as promptly as practicable, any additional information required to correct and update the information previously furnished by such Holder such that the Prospectus shall not contain any untrue statement or a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made. c Each Holder, by its acceptance of the Registrable Securities, and the Stockholder Representative, severally and not jointly, agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless, in the case of the Holders, the Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. d Each Holder agrees that, upon (c) Upon receipt of any written notice from the Company of either (i) any event of the commencement of an Allowed Delay pursuant to kind described in Section 2(c)(ii3.2(e) or (iiSection 3.2(f) the happening or written notice of an event pursuant to Section 3(g) hereofany Grace Period, the each Holder will immediately shall forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement covering until such Registrable Securities, Holder has received copies of a supplemented or amended prospectus or until the such Holder is advised in writing by the Company that the use of the prospectus may be resumed or that the Grace Period has ended. If so directed by the Company, such dispositions may again be madeHolder shall use its commercially reasonable efforts to return to the Company (at the Company's expense) all copies of the prospectus covering such Registrable Securities current at the time of receipt of such notice other than permanent file copies then in such Xxxxxx’s possession. (d) No Holder shall use any free writing prospectus (as defined in Rule 405) in connection with the sale of Registrable Securities without the prior written consent of the Company. (e) Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to any Registration Statement.

Obligations of the Holders. a (a) Each Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of the Registrable Securities held by itit if substantially different from Exhibit A, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least eight(8five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Stockholder Representative or each Holder, at the discretion of the Company, Holder of the information the Company requires from the specified Holder if it elects to have any of its Registrable Securities included in the Registration Statement. A Holder shall, or at the Company’s election, the Stockholder Representative shall aggregate and, provide the information to the Company at least five two (52) Business Days prior to the first anticipated filing date of such Registration Statement if the Holder elects to have any of the Registrable Securities included in the Registration Statement. In the event that a Holder, or the Stockholder Representative on such Holder’s behalf, Holder does not provide such information on a timely basis, the Company shall provide prompt written notice to the Holder (email being sufficient) or Stockholder Representative, as applicable, that the Registrable Securities attributable to that Holder will be excluded from the Registration Statement unless the Holder or Stockholder Representative provides the required information within one (1) Business Day after its receipt of such notice. If the Holder or Stockholder Representative does not provide the required information to the Company by the end of the next Business Day after its receipt of such notice, the Company shall have the right to exclude the Registrable Securities attributable to that Holder from the Registration Statement and the Holder shall not be entitled to receive any liquidated damages pursuant to the provisions of this Agreement with respect to such Registration Statement. b Each Holder agrees to (i) notify the Company as promptly as practicable of any inaccuracy or change Notwithstanding anything in information previously furnished this Agreement to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in a Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under which they were made and (ii) to furnish to the Company, as promptly as practicablecontrary, any additional information required Holder that elects not to correct and update the information previously furnished by such Holder such that the Prospectus shall not contain have any untrue statement or a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made. c Each Holder, by its acceptance of the Registrable Securities, and the Stockholder Representative, severally and not jointly, agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless, in the case of the Holders, the Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from included in the Registration Statement, shall not be entitled to receive any liquidated damages pursuant to the provisions of this Agreement with respect to such Registration Statement. d Each Holder agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(g) hereof, the Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Holder is advised by the Company that such dispositions may again be made.

Obligations of the Holders. 205 It shall be a Each Holder condition precedent to the obligations of the Company to take any action pursuant to this Agreement that each of the selling Holders shall furnish in writing to the Company a completed Selling Stockholder Questionnaire in the form attached as Exhibit A hereto (the “Selling Stockholder Questionnaire”) and such other information regarding itself, them and the Securities held by them as the Company shall reasonably request and as shall be required in order to effect any registration by the Company pursuant to this Agreement. The Company shall not be required to include the Registrable Securities held by it, and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required any Holder who fails to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as furnish to the Company may reasonably request. At a fully completed Selling Stockholder Questionnaire at least eight(8ten (10) Business Trading Days prior to the first anticipated filing date Filing Date. Additionally, each Holder shall promptly notify the Company of any Registration Statement, changes in the Company shall notify information furnished in the Selling Stockholder Representative Questionnaire or each Holder, at the discretion of otherwise to the Company, of the information the Company requires from the specified Holder if it elects to have any of its Registrable Securities included in the Registration Statement. A Holder shall, or at the Company’s election, the Stockholder Representative shall aggregate and, provide the information to the Company at least five (5) Business Days prior to the first anticipated filing date of such Registration Statement if the Holder elects to have any of the Registrable Securities included in the Registration Statement. In the event that a Holder, or the Stockholder Representative on such Holder’s behalf, does not provide such information on a timely basis, the Company shall provide prompt written notice to the Holder (email being sufficient) or Stockholder Representative, as applicable, that the Registrable Securities attributable to that Holder will be excluded from the Registration Statement unless the Holder or Stockholder Representative provides the required information within one (1) Business Day after its receipt of such notice. If the Holder or Stockholder Representative does not provide the required information to the Company by the end of the next Business Day after its receipt of such notice, the Company shall have the right to exclude the Registrable Securities attributable to that Holder from the Registration Statement. b .206 Each Holder agrees to (i) notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in a Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under which they were made and (ii) to furnish to the Company, as promptly as practicable, any additional information required to correct and update the information previously furnished by such Holder such that the Prospectus shall not contain any untrue statement or a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made. c Each Holder, by its acceptance of the Registrable Securities, and the Stockholder Representative, severally and not jointly, agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless, in the case of the Holders, the unless such Holder has notified the Company in writing of its election that such Holder elects to exclude all of its Registrable Securities from such Registration Statement. d .207 Each Holder agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an any event pursuant to of the kind described in Section 3(g) hereof6(c), the each Holder will shall immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement covering such Registrable Securities, Securities until such Holders receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(c) or receipt of notice that no supplement or amendment is required. .208 Each Holder is advised by covenants and agrees that it will comply with the Company that such dispositions may again be madeprospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sale of Registrable Securities pursuant to any Registration Statement.

Obligations of the Holders. a (a) Each Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of the Registrable Securities held by itit if substantially different from Exhibit A, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least eight(8five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Stockholder Representative or each Holder, at the discretion of the Company, Holder of the information the Company requires from the specified Holder if it elects to have any of its Registrable Securities included in the Registration StatementStatement which such notice may be provided through NSC as Placement Agent. A Holder shall, or at the Company’s election, the Stockholder Representative shall aggregate and, provide the information to the Company at least five two (52) Business Days prior to the first anticipated filing date of such Registration Statement if the Holder elects to have any of the Registrable Securities included in the Registration Statement. In the event that a Holder, or the Stockholder Representative on such Holder’s behalf, Holder does not provide such information on a timely basis, the Company shall provide prompt written notice to the Holder (email being sufficient) or Stockholder Representative, as applicable, that the Registrable Securities attributable to that Holder will be excluded from the Registration Statement unless the Holder or Stockholder Representative provides the required information within one (1) Business Day after its receipt of such notice. If the Holder or Stockholder Representative does not provide the required information to the Company by the end of the next Business Day after its receipt of such notice, the Company shall have the right to exclude the Registrable Securities attributable to that Holder from the Registration Statement and the Holder shall not be entitled to receive any liquidated damages pursuant to the provisions of this Agreement with respect to such Registration Statement. b Each Holder agrees to (i) notify the Company as promptly as practicable of any inaccuracy or change Notwithstanding anything in information previously furnished this Agreement to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in a Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under which they were made and (ii) to furnish to the Company, as promptly as practicablecontrary, any additional information required Holder that elects not to correct and update the information previously furnished by such Holder such that the Prospectus shall not contain have any untrue statement or a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made. c Each Holder, by its acceptance of the Registrable Securities, and the Stockholder Representative, severally and not jointly, agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless, in the case of the Holders, the Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from included in the Registration Statement, shall not be entitled to receive any liquidated damages pursuant to the provisions of this Agreement with respect to such Registration Statement. d Each Holder agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(g) hereof, the Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Holder is advised by the Company that such dispositions may again be made.

Obligations of the Holders. a (a) Each Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of the Registrable Securities held by itit if substantially different from Exhibit A, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least eight(8five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Stockholder Representative or each Holder, at the discretion of the Company, Holder of the information the Company requires from the specified Holder if it elects to have any of its Registrable Securities included in the Registration StatementStatement which such notice may be provided through Lake Street as Placement Agent. A Holder shall, or at the Company’s election, the Stockholder Representative shall aggregate and, provide the information to the Company at least five two (52) Business Days prior to the first anticipated filing date of such Registration Statement if the Holder elects to have any of the Registrable Securities included in the Registration Statement. In the event that a Holder, or the Stockholder Representative on such Holder’s behalf, Holder does not provide such information on a timely basis, the Company shall provide prompt written notice to the Holder (email being sufficient) or Stockholder Representative, as applicable, that the Registrable Securities attributable to that Holder will be excluded from the Registration Statement unless the Holder or Stockholder Representative provides the required information within one (1) Business Day after its receipt of such notice. If the Holder or Stockholder Representative does not provide the required information to the Company by the end of the next Business Day after its receipt of such notice, the Company shall have the right to exclude the Registrable Securities attributable to that Holder from the Registration Statement and the Holder shall not be entitled to receive any liquidated damages pursuant to the provisions of this Agreement with respect to such Registration Statement. b Each Holder agrees to (i) notify the Company as promptly as practicable of any inaccuracy or change Notwithstanding anything in information previously furnished this Agreement to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in a Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under which they were made and (ii) to furnish to the Company, as promptly as practicablecontrary, any additional information required Holder that elects not to correct and update the information previously furnished by such Holder such that the Prospectus shall not contain have any untrue statement or a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made. c Each Holder, by its acceptance of the Registrable Securities, and the Stockholder Representative, severally and not jointly, agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless, in the case of the Holders, the Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from included in the Registration Statement, shall not be entitled to receive any liquidated damages pursuant to the provisions of this Agreement with respect to such Registration Statement. d Each Holder agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(g) hereof, the Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Holder is advised by the Company that such dispositions may again be made.

Obligations of the Holders. a Each (a) From time to time, the Company may require each Holder shall to furnish in writing to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition distribution of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably requestSecurities. At least eight(8(b) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Stockholder Representative or each Holder, at the discretion of the Company, of the information the Company requires from the specified Holder if it elects to have any of its Registrable Securities included in the Registration Statement. A Holder shall, or at the Company’s election, the Stockholder Representative shall aggregate and, provide the information to the Company at least five (5) Business Days prior to the first anticipated filing date of such Registration Statement if the Holder elects to have any of the Registrable Securities included in the Registration Statement. In the event that a Holder, or the Stockholder Representative on such Holder’s behalf, does not provide such information on a timely basis, the Company shall provide prompt written notice to the Holder (email being sufficient) or Stockholder Representative, as applicable, that the Registrable Securities attributable to that Holder will be excluded from the Registration Statement unless the Holder or Stockholder Representative provides the required information within one (1) Business Day after its receipt of such notice. If the Holder or Stockholder Representative does not provide the required information to the Company by the end of the next Business Day after its receipt of such notice, the Company shall have the right to exclude the Registrable Securities attributable to that Holder from the Registration Statement. b Each Holder agrees to (i) notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in a Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under which they were made and (ii) to furnish to the Company, as promptly as practicable, any additional information required to correct and update the information previously furnished by such Holder such that the Prospectus shall not contain any untrue statement or a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made. c Each Holder, by its such Xxxxxx’s acceptance of the Registrable Securities, and the Stockholder Representative, severally and not jointly, agree agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder. (c) Each Holder agrees that, unlessupon receipt of a Suspension Notice pursuant to Section 3(b), in the case such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder’s receipt of the Holders, End of Suspension Notice. (d) Each Holder covenants and agrees that it will comply with the Holder has notified prospectus delivery requirements of the Company Securities Act as applicable to it or an exemption therefrom in writing connection with sales of its election to exclude all of its Registrable Securities from such pursuant to the Registration Statement. d (e) Each Holder agrees that, upon receipt of any notice from the Company of either (i) any event as a result of which the commencement prospectus or any document incorporated therein by reference contains an untrue statement of an Allowed Delay pursuant material fact or omits to Section 2(c)(ii) or (ii) state any material fact necessary to make the happening of an event pursuant to Section 3(g) hereofstatements therein not misleading, the such Holder will immediately discontinue disposition the distribution of Registrable Securities pursuant to any such prospectus until such Holder receives copies of a supplemented or amended prospectus from the Registration Statement covering such Registrable SecuritiesCompany. In addition, until if the Company requests, the Holder is advised will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in its possession, of the prospectus covering the Registrable Securities current at the time of receipt of the notice. Each Holder agrees not to use any free writing prospectus unless consented to by the Company. (f) For the avoidance of doubt, if, prior to the Effectiveness Date, an Investor indicates in writing to the Company that it opts out of the benefit of the registration rights of the Holders under Section 2 of this Agreement with respect to all Warrant Shares held by such dispositions may again Investor, such Investor shall not be madenamed as a selling stockholder in the Registration Statement, and will not be bound by the obligations contained in this Section 5. Section 6.

Obligations of the Holders. 4.1.1 At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the parties agree), the Company shall notify the Holders in writing of the information the Company requires from the Holders with respect to such Registration Statement. It shall be a Each condition precedent to the obligations of the Company to complete the Registration pursuant to this Agreement with respect to the Registrable Securities of the Holders that each Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it, it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least eight(8) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Stockholder Representative or each Holder, at the discretion of the Company, of the information the Company requires from the specified Holder if it elects to have any of its Registrable Securities included in the Registration Statement. A Holder shall, or at the Company’s election, the Stockholder Representative shall aggregate and, provide the information to the Company at least five (5) Business Days prior to the first anticipated filing date of such Registration Statement if the Holder elects to have any of the Registrable Securities included in the Registration Statement. In the event that a Holder, or the Stockholder Representative on such Holder’s behalf, does not provide such information on a timely basis, the Company shall provide prompt written notice to the Holder (email being sufficient) or Stockholder Representative, as applicable, that the Registrable Securities attributable to that Holder will be excluded from the Registration Statement unless the Holder or Stockholder Representative provides the required information within one (1) Business Day after its receipt of such notice. If the Holder or Stockholder Representative does not provide the required information to the Company by the end of the next Business Day after its receipt of such notice, the Company shall have the right to exclude the Registrable Securities attributable to that Holder from the Registration Statement. b Each Holder agrees to (i) notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in a Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under which they were made and (ii) to furnish to the Company, as promptly as practicable, any additional information required to correct and update the information previously furnished by such Holder such that the Prospectus shall not contain any untrue statement or a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made. c 4.1.2 Each Holder, by its acceptance of the Registrable Securities, and the Stockholder Representative, severally and not jointly, agree agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a each Registration Statement hereunder, unless, in the case of the Holders, the Holder unless such Xxxxxx has notified the Company in writing of its the Holder’s election to exclude all of its the Holder’s Registrable Securities from such Registration Statement. d 4.1.3 Each Holder agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an any event pursuant to of the kind described in subsection 3.1.8, subsection 3.1.10, or Section 3(g) hereof3.2, the such Holder will shall immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement Statement(s) covering such Registrable Securities, Securities until the Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by subsection 3.1.8 or Section 3.2 or receipt of notice that no supplement or amendment is required. 4.1.4 Each Holder is advised by covenants and agrees that it shall comply with the Company that such dispositions may again be made.prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement. ARTICLE 5

Obligations of the Holders. a (a) Each Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it, it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least eight(8five (5) Business Trading Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Stockholder Representative or each Holder, at the discretion of the Company, Holder of the information the Company requires from the specified such Holder if it such Holder elects to have any of its the Registrable Securities included in the Registration Statement. A An Holder shall, or at the Company’s election, the Stockholder Representative shall aggregate and, provide the such information to the Company at least five two (52) Business Trading Days prior to the first anticipated filing date of such Registration Statement if the such Holder elects to have any of the Registrable Securities included in the Registration Statement. In the event that a Holder, or the Stockholder Representative on such Holder’s behalf, Holder does not provide such information on a timely basis, the Company shall provide prompt written notice to the such Holder (email being sufficient) or Stockholder Representative, as applicable, that the Registrable Securities attributable to that such Holder will be excluded from the Registration Statement unless the such Holder or Stockholder Representative provides the required information within one (1) Business Trading Day after its receipt of such notice. If the such Holder or Stockholder Representative does not provide the required information to the Company by the end of the next Business Trading Day after its receipt of such notice, the Company shall have the right to exclude the Registrable Securities attributable to that such Holder from the Registration Statement and the Holder shall not be entitled to receive any liquidated damages pursuant to the provisions of this Agreement with respect to such Registration Statement. b Each Holder agrees to (i) notify the Company as promptly as practicable of any inaccuracy or change Notwithstanding anything in information previously furnished this Agreement to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in a Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under which they were made and (ii) to furnish to the Company, as promptly as practicablecontrary, any additional information required Holder that elects not to correct and update the information previously furnished by such Holder such that the Prospectus shall not contain have any untrue statement or a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made. c Each Holder, by its acceptance of the Registrable Securities, and the Stockholder Representative, severally and not jointly, agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless, in the case of the Holders, the Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from included in the Registration Statement, shall not be entitled to receive any liquidated damages pursuant to the provisions of this Agreement with respect to such Registration Statement. d Each Holder agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(g) hereof, the Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Holder is advised by the Company that such dispositions may again be made.

Obligations of the Holders. a (a) Each Holder Holders shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least eight(8five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Stockholder Representative or each Holder, at the discretion of the Company, Holder of the information the Company requires from the specified such Holder if it such Holder elects to have any of its the Registrable Securities included in the Registration Statement. A Holder shall, or at the Company’s election, the Stockholder Representative shall aggregate and, provide the such information to the Company at least five two (52) Business Days prior to the first anticipated filing date of such Registration Statement if the such Holder elects to have any of the Registrable Securities included in the Registration Statement. In the event that a Holder, or the Stockholder Representative on such Holder’s behalf, Holder does not provide such information on a timely basis, the Company shall provide prompt written notice to the such Holder (email being sufficient) or Stockholder Representative, as applicable, that the Registrable Securities attributable to that such Holder will be excluded from the Registration Statement unless the such Holder or Stockholder Representative provides the required information within one (1) Business Day after its receipt of such notice. If the such Holder or Stockholder Representative does not provide the required information to the Company by the end of the next Business Day after its receipt of such notice, the Company shall have the right to exclude the Registrable Securities attributable to that such Holder from the Registration Statement and any such Holder shall not be entitled to receive any liquidated damages pursuant to the provisions of this Agreement with respect to such Registration Statement. b Each Holder agrees to (i) notify the Company as promptly as practicable of any inaccuracy or change Notwithstanding anything in information previously furnished this Agreement to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in a Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under which they were made and (ii) to furnish to the Company, as promptly as practicablecontrary, any additional information required Holder that elects not to correct and update the information previously furnished by such Holder such that the Prospectus shall not contain have any untrue statement or a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made. c Each Holder, by its acceptance of the Registrable Securities, and the Stockholder Representative, severally and not jointly, agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless, in the case of the Holders, the Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from included in the Registration Statement, shall not be entitled to receive any liquidated damages pursuant to the provisions of this Agreement with respect to such Registration Statement. d Each Holder agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(g) hereof, the Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Holder is advised by the Company that such dispositions may again be made.