Common use of Required Registration Clause in Contracts

Required Registration. (a) On or about January 31, 2023 (as may be adjusted pursuant hereto, the “Filing Date”), the Company shall file with the Commission a Registration Statement on Form S-1 or such other form as may be appropriate in order to permit the Investor to publicly sell the Registrable Securities, provided however that notwithstanding anything herein to the contrary, the number of Shares the Company is required to register under this Agreement and the timing of such registration, and the liquidated damages pursuant to Section 2(d), shall not apply if and to the extent that the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (including as a result of the PIPE Registration Statement). In the event the Company amends a Registration Statement in accordance with the foregoing to reduce the number of Registrable Securities registered for resale thereunder, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by SEC Guidance provided to the Company or available to registrants of securities in general, one or more Registration Statements for the Investor’s resale of those Registrable Securities that were not registered for resale on such Registration Statement. With respect to any Registrable Securities not included in a Registration Statement pursuant to this Section 2(a), the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Registrable Securities. Notwithstanding anything herein to the contrary, the Company may, but shall not be required to, include some or all of the Registrable Securities in the PIPE Registration Statement, if and to the extent permitted by SEC Guidance and the definitive agreements entered into in connection with the PIPE Registration Statement, forms of which were publicly filed by the Company with the Commission as exhibits to the PIPE Registration Statement.

Required Registration. (a) On or about January 31, 2023 (as may be adjusted pursuant heretoprior to each Filing Date, the “Filing Date”), the Company Corporation shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The number of Registrable Securities that the Corporation will include in the Initial Registration Statement shall cover the Initial Required Registration Amount, which is 125% of the maximum number of shares of Common Stock issuable upon conversion of the Notes at the initial conversion price thereof, all subject to adjustment as provided in Section 2(c). Each Registration Statement filed hereunder shall be on Form S-3 (except if the Corporation is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1 or such other another appropriate form as may be appropriate in order to permit the Investor to publicly sell the Registrable Securitiesaccordance herewith, provided however that notwithstanding anything herein subject to the contraryprovisions of Section 2(e)) and shall contain (unless otherwise directed by at least a Majority in Interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the number of Shares the Company is required to register under this Agreement and the timing of such registration, and the liquidated damages pursuant to Section 2(d), Corporation shall not apply if and to the extent that the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (including as a result of the PIPE Registration Statement). In the event the Company amends a Registration Statement in accordance with the foregoing to reduce the number of Registrable Securities registered for resale thereunder, the Company will use its commercially reasonable efforts to file with cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Commission, Securities Act as promptly as allowed by SEC Guidance provided possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Company or available to registrants Securities Act until the earlier of securities in general, one or more Registration Statements for (i) the Investor’s resale of those date that all Registrable Securities that were not registered for resale on covered by such Registration Statement. With respect to any Statement no longer constitute Registrable Securities not included in or (ii) the two year anniversary of the date of this Agreement (the “Effectiveness Period”). The Corporation shall telephonically request effectiveness of a Registration Statement pursuant to this Section 2(a), the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Registrable Securities. Notwithstanding anything herein to the contrary, the Company may, but shall not be required to, include some or all as of the Registrable Securities in the PIPE Registration Statement, if and to the extent permitted by SEC Guidance and the definitive agreements entered into in connection with the PIPE Registration Statement, forms of which were publicly filed by the Company with the Commission as exhibits to the PIPE Registration Statement.5:00 p.m. Eastern

Required Registration. (a) On or about January 31, 2023 (as may be adjusted pursuant hereto, the “prior to each applicable Filing Date”)Deadline with respect to each Closing, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on Form S-1 or such other form as may be appropriate in order a continuous basis pursuant to permit the Investor to publicly sell Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, provided however that notwithstanding anything herein by such other means of distribution of Registrable Securities as the Holders holding a majority of the Registrable Securities may reasonably determine (each, an “Initial Registration Statement”). Each Initial Registration Statement shall be on such form available to the contraryCompany to register for resale of the Registrable Securities as a secondary offering, subject to the provisions of Section 2(h) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section substantially in the form attached hereto as Annex A. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the number Company agrees to promptly (A) inform each of Shares the Company is Holders thereof and use its reasonable best efforts to file amendments to such Initial Registration Statement as required to register under this Agreement by the Commission and/or (B) withdraw such Initial Registration Statement and the timing of such registrationfile a new registration statement (each, and the liquidated damages pursuant to Section 2(da “New Registration Statement”), shall not apply if and to in either case covering the extent that the Commission or any SEC Guidance sets forth a limitation on the maximum number of Registrable Securities permitted to be registered by the Commission, on a particular Registration Statement (including such form available to the Company to register for resale the Registrable Securities as a result of the PIPE secondary offering; provided, however, that prior to filing such amendment or New Registration Statement). In the event the Company amends a Registration Statement in accordance with the foregoing to reduce the number of Registrable Securities registered for resale thereunder, the Company will shall be obligated to use its commercially reasonable best efforts to file advocate with the Commission, as promptly as allowed by SEC Guidance provided to the Company or available to registrants of securities in general, one or more Registration Statements Commission for the Investor’s resale registration of those Registrable Securities that were not registered for resale on such Registration Statement. With respect to any Registrable Securities not included in a Registration Statement pursuant to this Section 2(a), the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Registrable Securities. Notwithstanding anything herein to the contrary, the Company may, but shall not be required to, include some or all of the Registrable Securities in accordance with the PIPE SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation 612.09. Each New Registration Statement shall be on such form available to the Company to register for resale of the Registrable Securities as a secondary offering, subject to the provisions of Section 2(h) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, if and to ) the extent permitted by SEC Guidance and “Plan of Distribution” section substantially in the definitive agreements entered into in connection with the PIPE Registration Statement, forms of which were publicly filed by the Company with the Commission form attached hereto as exhibits to the PIPE Registration Statement.Annex A.

Required Registration. Acquiror shall use its reasonable commercial efforts (ai) On or about January 31, 2023 (as may be adjusted pursuant hereto, the “Filing Date”), the Company shall to prepare and file with the Commission a registration statement on Form S-3 (or such successor or other appropriate form) under the Securities Act with respect to the Registrable Shares (the “Registration Statement”) within 60 days of the Closing Date (or as soon thereafter as commercially reasonable if 60 days is determined not to be commercially reasonable) (the “Registration Date”), so long as the holders of Registrable Securities who have requested inclusion in the Registration Statement on Form S-1 as selling shareholders have provided the information necessary for inclusion therein in a timely manner to enable Acquiror to file the Registration Statement within such period, provided that Acquiror may delay filing of the Registration Statement if Acquiror shall furnish the shareholder Agents with a certificate signed by the President of Acquiror stating that in the reasonable judgment of Acquiror after consultation with counsel there is or may be in existence material undisclosed information or events with respect to Acquiror the disclosure of which would be seriously detrimental to Acquiror, but any such other form delay shall not exceed 90 days, (ii) to cause such Registration Statement to be declared effective by the Commission as soon thereafter as possible, (iii) to file such amendments or supplements as may be appropriate necessary so that the prospectus contained in order the Registration Statement will not include an untrue statement of a material fact or omit to permit the Investor to publicly sell the Registrable Securities, provided however that notwithstanding anything herein to the contrary, the number of Shares the Company is state a material fact required to register be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and (iv) to effect all such registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualifications under this Agreement applicable state securities or “blue sky” laws and the timing of such registration, and the liquidated damages pursuant to Section 2(d), shall not apply if and to the extent that the Commission compliance with any other applicable governmental requirements or regulations) as any SEC Guidance sets forth a limitation on the number selling holder of Registrable Securities permitted to be registered on a particular Registration Statement Shares may reasonably request and that would permit or facilitate the sale of all Registrable Shares (including as a result of the PIPE Registration Statement). In the event the Company amends a Registration Statement in accordance with the foregoing to reduce the number of Registrable Securities registered for resale thereunderprovided, the Company will use its commercially reasonable efforts to file with the Commissionhowever, as promptly as allowed by SEC Guidance provided to the Company or available to registrants of securities in general, one or more Registration Statements for the Investor’s resale of those Registrable Securities that were not registered for resale on such Registration Statement. With respect to any Registrable Securities not included in a Registration Statement pursuant to this Section 2(a), the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Registrable Securities. Notwithstanding anything herein to the contrary, the Company may, but Acquiror shall not be required toin connection therewith to qualify to do business or to file a general consent to service of process in any such state or jurisdiction), and in each case Acquiror will use its best reasonable efforts to cause such Registration Statement and all other such registrations, qualifications and compliances to become effective as soon as practicable thereafter. As soon as reasonably practicable after the execution of this Agreement, Acquiror will provide to Target a questionnaire setting forth the information that Acquiror will require from each Former Target Stockholder to include some such holder’s Registrable Shares in the Registration Statement. If any Former Target Stockholder shall fail to furnish such information to Acquiror prior to the Registration Date, Acquiror may, at its election, either exclude such holder from the Registration Statement or all delay the filing of the Registrable Securities in the PIPE Registration Statement, if and Statement for up to the extent permitted by SEC Guidance and the definitive agreements entered into in connection with the PIPE Registration Statement, forms of which were publicly filed by the Company with the Commission as exhibits to the PIPE Registration Statementten (10) additional days.

Required Registration. (a) On or about January 31, 2023 (as may be adjusted pursuant hereto, prior to the “Filing Date”)Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 (or such other form available to register for resale the Registrable Securities as a secondary offering). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form as may be appropriate in order available to permit the Investor to publicly sell register for resale the Registrable SecuritiesSecurities as a secondary offering. Notwithstanding any other provision of this Agreement, provided however that notwithstanding anything herein to the contrary, the number of Shares the Company is required to register under this Agreement and the timing of such registration, and the liquidated damages pursuant to Section 2(d), shall not apply if and to the extent that the Commission or any SEC Guidance sets forth a limitation on of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (including and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), or in the event the Staff seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by or on behalf of the Company such that Rule 415 is not available to the Company to register the resale of such Registrable Securities and as a result the Staff or the SEC does not permit such Registration Statement to become effective and used for resales in a manner that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by on a pro rata basis based on the PIPE Registration Statementtotal number of unregistered Shares held by such Holders (such reduced Registrable Securities, the “415 Cutback Shares”). In the event the Company amends a the Initial Registration Statement in accordance with or files a New Registration Statement, as the foregoing to reduce the number of Registrable Securities registered for resale thereundercase may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or available to registrants of securities in general, one or more Registration Statements registration statements on Form S-1 or such other form available to register for the Investor’s resale of those Registrable Securities that were not registered for resale on such Registration Statement. With respect to any Registrable Securities not included in a Registration Statement pursuant to this Section 2(a), the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Registrable Securities. Notwithstanding anything herein to the contrary, the Company may, but shall not be required to, include some or all of the Registrable Securities in the PIPE Initial Registration Statement, if and to as amended, or the extent permitted by SEC Guidance and the definitive agreements entered into in connection with the PIPE New Registration Statement, forms of which were publicly filed by including the Company with 415 Cutback Shares (the Commission “Remainder Registration Statements”). No Holder shall be named as exhibits to the PIPE an “underwriter” in any Registration StatementStatement without such Holder’s prior written consent.

Required Registration. a.Within twenty (20) days of the later of (a) On the filing of the Required Financials and (b) the issuance of the Registrable Shares following the increase in the Company’s authorized shares (the later of (a) or about January 31, 2023 (as may be adjusted pursuant heretob), the “Filing DateDeadline”), the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 (or such other form available to register for resale the Registrable Securities as a secondary offering). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 or otherwise, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities Company’s counsel deems to be permitted to be registered by the Commission, on Form S-1 or such other form as may be appropriate in order available to permit the Investor to publicly sell register for resale the Registrable SecuritiesSecurities as a secondary offering. Notwithstanding any other provision of this Agreement, provided however that notwithstanding anything herein to the contrary, the number of Shares the Company is required to register under this Agreement and the timing of such registration, and the liquidated damages pursuant to Section 2(d), shall not apply if and to the extent that the Commission or any SEC Guidance sets forth a limitation on of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (including and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), or in the event the Staff seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by or on behalf of the Company or takes other action such that Rule 415 is not available to the Company to register the resale of such Registrable Securities and as a result the Staff or the SEC does not permit such Registration Statement to become effective and used for resales in a manner that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” the Company may (i) reduce the number of Registrable Securities to be registered on such Registration Statement (such reduced Registrable Securities, the “415 Cutback Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the PIPE Registrable Securities, in each case as the commission may require in order for the Commission to allow such Registration Statement)Statement to become effective. Unless the Commission otherwise requires, any cut-back imposed by this Section 2(a) shall be allocated among the Registrable Securities of the Holders on a pro rata basis. In the event the Company amends a the Initial Registration Statement in accordance with or files a New Registration Statement, as the foregoing to reduce the number of Registrable Securities registered for resale thereundercase may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or available to registrants of securities in general, one or more Registration Statements registration statements on Form S-1 or such other form available to register for the Investor’s resale of those Registrable Securities that were not registered for resale on such Registration Statement. With respect to any Registrable Securities not included in a Registration Statement pursuant to this Section 2(a), the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Registrable Securities. Notwithstanding anything herein to the contrary, the Company may, but shall not be required to, include some or all of the Registrable Securities in the PIPE Initial Registration Statement, if and to as amended, or the extent permitted by SEC Guidance and the definitive agreements entered into in connection with the PIPE New Registration Statement, forms of which were publicly filed by including the Company with 415 Cutback Shares (the Commission “Remainder Registration Statements”). No Holder shall be named as exhibits to the PIPE an “underwriter” in any Registration StatementStatement without such Holder’s prior written consent.

Required Registration. (a) On or about January 31, 2023 (as may be adjusted pursuant hereto, the “prior to each Filing Date”), the Company shall prepare and file with the Commission a Registration Statement on Form S-1 covering the resale of all or such other form as may be appropriate in order to permit the Investor to publicly sell portion of the Registrable Securities, Securities as permitted by SEC Guidance (provided however that notwithstanding anything herein to the contrary, the number of Shares the Company is required shall use diligent efforts to register under this Agreement and the timing of such registration, and the liquidated damages pursuant to Section 2(d), shall not apply if and to the extent that advocate with the Commission or any SEC Guidance sets forth a limitation on for the number registration of all of the Registrable Securities permitted to be registered on a particular Registration Statement (including as a result of the PIPE Registration Statement). In the event the Company amends a Registration Statement in accordance with the foregoing SEC Guidance) that are not then registered on an effective Registration Statement for an offering to reduce be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the number of Company is not then eligible to register for resale the Registrable Securities registered for resale thereunderon Form S-3, in which case such registration shall be on another appropriate form the Company is eligible to use, such as Form S-1) and shall contain the “Plan of Distribution” substantially in the form attached hereto as Annex A. Subject to the terms of this Agreement, the Company will shall use its commercially reasonable efforts to file cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) 120 days after none of the Purchasers is an affiliate of the Company, (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold, (iii) the date on which all Registrable Securities covered by such Registration Statement may be sold without volume restrictions pursuant to Rule 144(b)(1), and (iv) three (3) years from the Closing (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or other electronic transmission of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, as promptly as allowed by SEC Guidance provided to which shall be the Company or available to registrants date requested for effectiveness of securities in general, one or more Registration Statements for the Investor’s resale of those Registrable Securities that were not registered for resale on such a Registration Statement. With respect to any Registrable Securities not included in The Company shall, by 9:30 a.m. New York City time on the Trading Day after the Effective Date, file a Registration Statement pursuant to this Section 2(a), the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Registrable Securities. Notwithstanding anything herein to the contrary, the Company may, but shall not be required to, include some or all of the Registrable Securities in the PIPE Registration Statement, if and to the extent permitted by SEC Guidance and the definitive agreements entered into in connection with the PIPE Registration Statement, forms of which were publicly filed by the Company final Prospectus with the Commission as exhibits required by Rule 424. Failure to so notify the PIPE Registration StatementHolder within two (2) Trading Days of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(c).

Required Registration. The Company shall (ai) On cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that Holder requests the Company to make such filing or about January 31(y) on such other date as mutually agreed by the Company and the Holder, 2023 and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as may be adjusted promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant hereto, to clause (i) (the “Filing DateShelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall file with the Commission a Registration Statement on Form S-1 or such other form as may be appropriate in order to permit the Investor to publicly sell the Registrable Securities, provided however that notwithstanding anything herein provide drafts thereof to the contrary, the number of Shares the Company is required to register under this Agreement Purchaser and the timing of such registrationher counsel, and the liquidated damages pursuant Purchaser and her counsel shall be given a reasonable opportunity to Section 2(d)review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, shall in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not apply if and contain an untrue statement of a material fact or omit to the extent that the Commission or any SEC Guidance sets forth state a limitation on the number of Registrable Securities permitted material fact required to be registered on a particular Registration Statement (including as a result stated therein or necessary to make the statements therein, in the light of the PIPE Registration Statement)circumstances under which they were made, not misleading. In the event the The Company amends a Registration Statement in accordance with the foregoing agrees to reduce the number of Registrable Securities registered for resale thereunder, the Company will use its commercially reasonable efforts to file with keep the Commission, as promptly as allowed by SEC Guidance provided to the Company or available to registrants of securities in general, one or more Registration Statements for the Investor’s resale of those Registrable Securities that were not registered for resale on such Registration Statement. With respect to any Registrable Securities not included in a Shelf Registration Statement pursuant to this Section 2(a), continuously effective for as long as the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Holders hold any Registrable Securities. Notwithstanding anything herein The Company further agrees, if necessary, to promptly supplement or amend the contrary, the Company may, but shall not be required to, include some or all of the Registrable Securities in the PIPE Shelf Registration Statement, if and required by the rules, regulations or instructions applicable to the extent permitted by SEC Guidance and the definitive agreements entered into in connection with the PIPE Registration Statement, forms of which were publicly filed registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the Commission as exhibits to the PIPE Registration StatementSEC.

Required Registration. (a) On The Company Shall file a registration statement under the Securities Act covering the registration of all of the Registrable Securities (any such registration statement or about January 31successor registration statement, 2023 (as may be adjusted pursuant heretoamended or supplemented from time to time, hereinafter referred to as a “Registration Statement”) (including, but not limited to, registration statements relating to secondary offerings of securities of the Company) within twenty (20) days from the date of this Agreement (the “Target Filing Date”), so that all of the Company shall file with the Commission a Registrable Securities are so registered. The Registration Statement filed pursuant to this Section 1.2(a) shall be on Form S-1 SEC form S-3 or such other appropriate registration form of the SEC as may shall be appropriate in order to permit selected by the Investor to publicly sell Company so long as it permits the continuous offering of the Registrable Securities, provided however that notwithstanding anything herein to the contrary, the number of Shares the Company is required to register under this Agreement and the timing of such registration, and the liquidated damages Securities pursuant to Section 2(d), shall not apply if and to the extent that the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (including as a result Rule 415 of the PIPE Registration Statement)Securities Act or such other rule as is then applicable at the then prevailing market prices and shall include the plan of distribution requested by the majority in interest of Holders, subject to SEC comments. In the event the The Company amends a Registration Statement in accordance with the foregoing to reduce the number of Registrable Securities registered for resale thereunder, the Company will shall use its commercially reasonable efforts to file with cause the Commission, Registration Statement to become effective on or as promptly soon as allowed by SEC Guidance provided to practicable after the Company or available to registrants of securities in general, one or more Filing Date. Any Registration Statements Statement shall provide for the Investor’s resale pursuant to any method or combination of those methods legally available to, and reasonably requested by, the Holders of any and all Registrable Securities that were not registered for resale on covered by such Registration Statement. With respect The Company shall use its commercially reasonable efforts to any Registrable Securities not included in a cause the Registration Statement filed pursuant to this Section 2(a1.2(a) to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holder and other Holders (if any) until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). The Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made), other than any statements furnished in writing expressly for use in connection with such registration by the term “Filing Date” shall be construed to mean Holders. As soon as practicable following the earliest practical date on which that the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Registrable Securities. Notwithstanding anything herein to the contrarybecomes effective, but in any event within two (2) Business Days of such date, the Company may, but shall not be required to, include some or all provide the Holders with written notice of the Registrable Securities in effectiveness of the PIPE Registration Statement, if and to the extent permitted by SEC Guidance and the definitive agreements entered into in connection with the PIPE Registration Statement, forms of which were publicly filed by the Company with the Commission as exhibits to the PIPE Registration Statement.

Required Registration. (a) On or about January 31, 2023 (as may be adjusted pursuant hereto, prior to the “Filing Date”)Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 (or such other form available to register for resale the Registrable Securities as a secondary offering) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) a “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form as may be appropriate in order available to permit the Investor to publicly sell register for resale the Registrable SecuritiesSecurities as a secondary offering; provided, provided however however, that notwithstanding anything herein prior to the contraryfiling such amendment or New Registration Statement, the number of Shares the Company is required shall be obligated to register under this Agreement and the timing of such registration, and the liquidated damages pursuant use its commercially reasonable efforts to Section 2(d), shall not apply if and to the extent that advocate with the Commission or for the registration of all of the Registrable Securities in accordance with SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29 and Compliance and Disclosure Interpretations. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (including and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), or in the event the Staff seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by or on behalf of the Company such that Rule 415 is not available to the Company to register the resale of such Registrable Securities and as a result the Staff or the SEC does not permit such Registration Statement to become effective and used for resales in a manner that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by the PIPE Registration StatementShares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders), subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders (such reduced Registrable Securities, the “415 Cutback Shares”). In the event the Company amends a the Initial Registration Statement in accordance with or files a New Registration Statement, as the foregoing to reduce the number of Registrable Securities registered for resale thereundercase may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or available to registrants of securities in general, one or more Registration Statements registration statements on Form S-1 or such other form available to register for the Investor’s resale of those Registrable Securities that were not registered for resale on such the Initial Registration Statement, as amended, or the New Registration Statement, including the 415 Cutback Shares (the “Remainder Registration Statements”). With respect No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent. The Company may include in a Registration Statement any shares underlying any warrants issued to the placement agents in the transactions contemplated hereby, provided, that if any Registrable Securities are required to be cut back, then such placement agent shares shall be cut back prior to any Registrable Securities not included held by any Holder. The Company has entered into registration rights agreements with each of the Xxxxx Family Limited Partnership (“KFLP”) and Intrexon Corporation (“Intrexon”) which require the Company to include shares issued to the KFLP and Intrexon in a subsequently filed registration statement (the “Piggyback Registration Statement pursuant to this Section 2(aRights”), the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Registrable Securities. Notwithstanding anything herein to the contrary, the Company may, but shall not be required to, include some or all Each of the Registrable Securities in the PIPE KFLP and Intrexon have executed waivers with respect to their respective Piggyback Registration Statement, if and to the extent permitted by SEC Guidance and the definitive agreements entered into Rights in connection with the PIPE Registration Statement, forms registration of which were publicly filed Shares contemplated by the Company with the Commission as exhibits to the PIPE Registration StatementPurchase Agreement.

Required Registration. The Company shall (ai) On or about January 31cause a Shelf Registration Statement to be filed with the SEC on the earliest of (x) February 14, 2023 2023, (y) within thirty (30) days of the date that Holder requests the Company to make such filing and (z) such other date as may mutually agreed by the Company and the Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be adjusted declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant hereto, to clause (i) (the “Filing DateShelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall file with the Commission a Registration Statement on Form S-1 or such other form as may be appropriate in order to permit the Investor to publicly sell the Registrable Securities, provided however that notwithstanding anything herein provide drafts thereof to the contrary, the number of Shares the Company is required to register under this Agreement Purchaser and the timing of such registrationits counsel, and the liquidated damages pursuant Purchaser and its counsel shall be given a reasonable opportunity to Section 2(d)review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, shall in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not apply if and contain an untrue statement of a material fact or omit to the extent that the Commission or any SEC Guidance sets forth state a limitation on the number of Registrable Securities permitted material fact required to be registered on a particular Registration Statement (including as a result stated therein or necessary to make the statements therein, in the light of the PIPE Registration Statement)circumstances under which they were made, not misleading. In the event the The Company amends a Registration Statement in accordance with the foregoing agrees to reduce the number of Registrable Securities registered for resale thereunder, the Company will use its commercially reasonable efforts to file with keep the Commission, as promptly as allowed by SEC Guidance provided to the Company or available to registrants of securities in general, one or more Registration Statements for the Investor’s resale of those Registrable Securities that were not registered for resale on such Registration Statement. With respect to any Registrable Securities not included in a Shelf Registration Statement pursuant to this Section 2(a), continuously effective for as long as the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Holders hold any Registrable Securities. Notwithstanding anything herein The Company further agrees, if necessary, to promptly supplement or amend the contrary, the Company may, but shall not be required to, include some or all of the Registrable Securities in the PIPE Shelf Registration Statement, if and required by the rules, regulations or instructions applicable to the extent permitted by SEC Guidance and the definitive agreements entered into in connection with the PIPE Registration Statement, forms of which were publicly filed registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the Commission as exhibits to the PIPE Registration StatementSEC.

Required Registration. At any time and from time to time after the execution of the Purchase Agreement, Purchaser shall have the right to request in writing (aa "Request") On or about January 31, 2023 (as may which request shall specify the Registrable Securities intended to be adjusted pursuant hereto, disposed of by such Purchaser and the “Filing Date”)intended method of distribution thereof) that the Company register Purchaser's Registrable Securities by filing with the SEC a Required Registration Statement. Upon the receipt of such a Request, the Company shall file with the Commission a Registration Statement on Form S-1 or such other form shall, as soon as practicable (but no later than 120 days, which period may be appropriate in order to permit the Investor to publicly sell extended by a written extension signed by one or more Purchasers holding a majority of the Registrable Securities, provided however that notwithstanding anything herein to ) after the contrary, the number of Shares the Company is required to register under this Agreement and the timing receipt of such registrationa Request by the Company, and the liquidated damages pursuant to Section 2(d), shall not apply if and to the extent that the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted cause to be registered on filed with the SEC a particular Required Registration Statement (including as a result of covering the PIPE Registration Statement). In the event the Company amends a Registration Statement in accordance with the foregoing to reduce the number of Registrable Securities registered for resale thereunder, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by SEC Guidance provided to the Company or available to registrants of securities in general, one or more Registration Statements for the Investor’s resale of those Registrable Securities that were not registered for resale on the Company has been so requested to register in such Registration Statement. With respect Request, and shall use its best efforts to any Registrable Securities not included in a have such Required Registration Statement pursuant to this Section 2(a)declared effective by the SEC as soon as practicable thereafter. The Company shall keep such Required Registration Statement effective for a period of at least three hundred sixty (360) days (and, within such period, continuously effective for a period of at least one hundred eighty (180) days) following the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional such Required Registration Statement related to those Registrable Securities. Notwithstanding anything herein to the contrary, the Company may, but shall not be required to, include some is declared effective (or such shorter period that will terminate when all of the Registrable Securities in covered by such Required Registration Statement have been sold pursuant thereto), including, if necessary, by filing with the PIPE SEC a post-effective amendment or a supplement to the Required Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if and required by the rules, regulations or instructions applicable to the extent permitted by SEC Guidance and the definitive agreements entered into in connection with the PIPE Registration Statement, forms of which were publicly filed registration form used by the Company with for such Required Registration Statement or by the Commission as exhibits to Securities Act, the PIPE Registration StatementExchange Act, any state securities or blue sky laws, or any rules and regulations thereunder.

Required Registration. (a) On or about January 31, 2023 Within one hundred and twenty (as may be adjusted pursuant hereto, 120) days of the “Filing Date”)Closing, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 (or such other form available to register for resale the Registrable Securities as a secondary offering). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 or otherwise, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities Company’s counsel deems to be permitted to be registered by the Commission, on Form S-1 or such other form as may be appropriate in order available to permit the Investor to publicly sell register for resale the Registrable SecuritiesSecurities as a secondary offering. Notwithstanding any other provision of this Agreement, provided however that notwithstanding anything herein to the contrary, the number of Shares the Company is required to register under this Agreement and the timing of such registration, and the liquidated damages pursuant to Section 2(d), shall not apply if and to the extent that the Commission or any SEC Guidance sets forth a limitation on of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (including and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), or in the event the Staff seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by or on behalf of the Company or takes other action such that Rule 415 is not available to the Company to register the resale of such Registrable Securities and as a result the Staff or the SEC does not permit such Registration Statement to become effective and used for resales in a manner that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the PIPE Registration Statementtotal number of unregistered Registrable Securities held by such Holders (such reduced Registrable Securities, the “415 Cutback Shares”). In the event the Company amends a the Initial Registration Statement in accordance with or files a New Registration Statement, as the foregoing to reduce the number of Registrable Securities registered for resale thereundercase may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or available to registrants of securities in general, one or more Registration Statements registration statements on Form S-1 or such other form available to register for the Investor’s resale of those Registrable Securities that were not registered for resale on such Registration Statement. With respect to any Registrable Securities not included in a Registration Statement pursuant to this Section 2(a), the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Registrable Securities. Notwithstanding anything herein to the contrary, the Company may, but shall not be required to, include some or all of the Registrable Securities in the PIPE Initial Registration Statement, if and to as amended, or the extent permitted by SEC Guidance and the definitive agreements entered into in connection with the PIPE New Registration Statement, forms of which were publicly filed by including the Company with 415 Cutback Shares (the Commission “Remainder Registration Statements”). No Holder shall be named as exhibits to the PIPE an “underwriter” in any Registration StatementStatement without such Holder’s prior written consent.

Required Registration. The Company shall (ai) On or about January 31, 2023 cause a Shelf Registration Statement to be filed with the SEC within thirty (30) days after the Backstop Closing Date and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as may be adjusted pursuant hereto, promptly as possible but in any event no later than ninety (90) days after the Backstop Closing Date (the “Filing DateShelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall file provide drafts thereof to each Purchaser and its respective counsel and each Purchaser and its respective counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the Commission requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a Registration Statement on Form S-1 material fact or such other form as may be appropriate in order omit to permit the Investor to publicly sell the Registrable Securities, provided however that notwithstanding anything herein to the contrary, the number of Shares the Company is state a material fact required to register under this Agreement and be stated therein or necessary to make the timing of such registrationstatements therein, and in the liquidated damages pursuant to Section 2(d), shall not apply if and to the extent that the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (including as a result light of the PIPE Registration Statement)circumstances under which they were made, not misleading. In the event the The Company amends a Registration Statement in accordance with the foregoing agrees to reduce the number of Registrable Securities registered for resale thereunder, the Company will use its commercially reasonable efforts to file with keep the Commission, as promptly as allowed by SEC Guidance provided to the Company or available to registrants of securities in general, one or more Registration Statements for the Investor’s resale of those Registrable Securities that were not registered for resale on such Registration Statement. With respect to any Registrable Securities not included in a Shelf Registration Statement pursuant to this Section 2(a), continuously effective for as long as the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Holders hold any Registrable Securities. Notwithstanding anything herein The Company further agrees, if necessary, to promptly supplement or amend the contrary, the Company may, but shall not be required to, include some or all of the Registrable Securities in the PIPE Shelf Registration Statement, if and required by the rules, regulations or instructions applicable to the extent permitted by SEC Guidance and the definitive agreements entered into in connection with the PIPE Registration Statement, forms of which were publicly filed registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the Commission as exhibits to the PIPE Registration StatementSEC.

Required Registration. Following the expiration of the Standstill/Lock-up Period (a) On or about January 31, 2023 (as may be adjusted unless earlier consented to in writing by the Company pursuant hereto, to the “Filing Date”Warrant), the Company shall file (i) cause a Shelf Registration Statement to be filed with the Commission a SEC (x) within thirty (30) days of the date that Holder requests in writing that the Company to make such filing or (y) on such other date as mutually agreed by the Company and the Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement on Form S-1 or such other form to be declared effective by the SEC as may be appropriate promptly as possible but in order any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to permit clause (i) (the Investor “Shelf Registration”). Each Holder agrees, severally but not jointly, to publicly sell the Registrable Securities, provided however that notwithstanding anything herein furnish to the contraryCompany (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the number of Shares Company shall provide drafts thereof to the Company is required to register under this Agreement Purchaser and the timing of such registrationits counsel, and the liquidated damages pursuant Purchaser and its counsel shall be given a reasonable opportunity to Section 2(d)review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, shall in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not apply if and contain an untrue statement of a material fact or omit to the extent that the Commission or any SEC Guidance sets forth state a limitation on the number of Registrable Securities permitted material fact required to be registered on a particular Registration Statement (including as a result stated therein or necessary to make the statements therein, in the light of the PIPE Registration Statement)circumstances under which they were made, not misleading. In the event the The Company amends a Registration Statement in accordance with the foregoing agrees to reduce the number of Registrable Securities registered for resale thereunder, the Company will use its commercially reasonable efforts to file with keep the Commission, as promptly as allowed by SEC Guidance provided to the Company or available to registrants of securities in general, one or more Registration Statements for the Investor’s resale of those Registrable Securities that were not registered for resale on such Registration Statement. With respect to any Registrable Securities not included in a Shelf Registration Statement pursuant to this Section 2(a), continuously effective for as long as the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Holders hold any Registrable Securities. Notwithstanding anything herein The Company further agrees, if necessary, to promptly supplement or amend the contrary, the Company may, but shall not be required to, include some or all of the Registrable Securities in the PIPE Shelf Registration Statement, if and required by the rules, regulations or instructions applicable to the extent permitted by SEC Guidance and the definitive agreements entered into in connection with the PIPE Registration Statement, forms of which were publicly filed registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the Commission as exhibits to the PIPE Registration StatementSEC.

Required Registration. IRET shall use its best reasonable commercial efforts (ai) On or about January 31, 2023 (as may be adjusted pursuant hereto, the “Filing Date”), the Company shall to prepare and file with the Commission a registration statement on Form S-3 (or such successor or other appropriate form) under the Securities Act with respect to the Registrable Shares (the "Registration Statement") within three (3) months, but in any event no later than six (6) months, following the Closing Date, so long as the Shareholders whose Registrable Securities are to be included in the Registration Statement have provided the information necessary for inclusion therein in a timely manner to enable IRET to file the Registration Statement within such period, and (B) to the extent the Company's financial statements are required by Form S-3, (ii) to cause such Registration Statement to be declared effective by the Commission as soon thereafter as possible (but in no event on Form S-1 a date earlier than the date the Shareholders have the capacity to sell, transfer, dispose or otherwise reduce their risk pursuant to the Share Transfer Restriction Agreement set forth as Exhibit C hereto), (iii) to file such other form amendments or supplements as may be appropriate necessary so that the Prospectus contained in order the Registration Statement will not include an untrue statement of a material fact or omit to permit the Investor to publicly sell the Registrable Securities, provided however that notwithstanding anything herein to the contrary, the number of Shares the Company is state a material fact required to register under this Agreement and be stated therein or necessary to make the timing statements therein not misleading in light of such registrationthe circumstances then existing, and the liquidated damages pursuant (iv) to Section 2(d)effect all such registrations, shall not apply if qualifications and to the extent that the Commission compliances (including, without limitation, obtaining appropriate qualifications under applicable state securities or "blue sky" laws and compliance with any SEC Guidance sets forth a limitation on the number other applicable governmental requirements or regulations) as any selling holder of Registrable Securities permitted to be registered on a particular Registration Statement Shares may reasonably request and that would permit or facilitate the sale of all Registrable Shares (including as a result of the PIPE Registration Statement). In the event the Company amends a Registration Statement in accordance with the foregoing to reduce the number of Registrable Securities registered for resale thereunderprovided, the Company will use its commercially reasonable efforts to file with the Commissionhowever , as promptly as allowed by SEC Guidance provided to the Company or available to registrants of securities in general, one or more Registration Statements for the Investor’s resale of those Registrable Securities that were not registered for resale on such Registration Statement. With respect to any Registrable Securities not included in a Registration Statement pursuant to this Section 2(a), the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Registrable Securities. Notwithstanding anything herein to the contrary, the Company may, but IRET shall not be required toin connection therewith to qualify to do business or to file a general consent to service of process in any such state or jurisdiction), and in each case IRET will use its reasonable commercial efforts to cause such Registration Statement and all other such registrations, qualifications and compliances to become effective as soon as practicable thereafter. As soon as necessary after the execution of this Agreement, IRET will provide to the Company a questionnaire setting forth the information that IRET will require from each Shareholder to include some such holder's Registrable Shares in the Registration Statement. If any Shareholder shall fail to furnish such information to IRET within thirty (30) days following the request, IRET may, at its election, either exclude such holder from the Registration Statement or all delay the filing of the Registrable Securities in Registration Statement for up to ten (10) additional days. IRET may postpone the PIPE filing of any Registration StatementStatement required hereunder for a reasonable period of time, not to exceed sixty (60) days, if IRET has been advised by legal counsel (based on a reasonable interpretation of Applicable Law) that such filing would require the disclosure of a material transaction or other matter and IRET determines reasonably and in good faith that such disclosure would have a Material Adverse Effect on IRET. The disclosure to any holder of Registrable Shares of any material transaction, or of the existence thereof, pursuant to the extent permitted preceding sentence shall be held in confidence by SEC Guidance and such holder until IRET or a third party not under the definitive agreements entered into in connection with the PIPE Registration Statement, forms control of which were publicly filed by the Company with the Commission as exhibits to the PIPE Registration Statementholder has made a public disclosure thereof.

Required Registration. (a) On or about January 31, 2023 (as may be adjusted pursuant hereto, prior to the “Filing Date”)Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 (or such other form available to register for resale the Registrable Securities as a secondary offering) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) a “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may be appropriate modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in order to permit this Section 2, in the Investor to publicly sell event the Commission informs the Company that all of the Registrable SecuritiesSecurities cannot, provided however that notwithstanding anything herein as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the contrary, Initial Registration Statement as required by the number of Shares Commission and/or (ii) withdraw the Company is required to register under this Agreement Initial Registration Statement and the timing of such registration, and the liquidated damages pursuant to Section 2(dfile a new registration statement (a “New Registration Statement”), shall not apply if and to in either case covering the extent that the Commission or any SEC Guidance sets forth a limitation on the maximum number of Registrable Securities permitted to be registered by the Commission, on a particular Registration Statement (including Form S-1 or such other form available to register for resale the Registrable Securities as a result of the PIPE secondary offering; provided, however, that prior to filing such amendment or New Registration Statement). In the event the Company amends a Registration Statement in accordance with the foregoing to reduce the number of Registrable Securities registered for resale thereunder, the Company will shall be obligated to use its commercially reasonable efforts to file advocate with the Commission, as promptly as allowed by SEC Guidance provided to the Company or available to registrants of securities in general, one or more Registration Statements Commission for the Investor’s resale registration of those Registrable Securities that were not registered for resale on such Registration Statement. With respect to any Registrable Securities not included in a Registration Statement pursuant to this Section 2(a), the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Registrable Securities. Notwithstanding anything herein to the contrary, the Company may, but shall not be required to, include some or all of the Registrable Securities in accordance with SEC Guidance, including without limitation, the PIPE Registration Statement, if and to the extent permitted by SEC Guidance and the definitive agreements entered into in connection with the PIPE Registration Statement, forms Manual of which were publicly filed by the Company with the Commission as exhibits to the PIPE Registration Statement.Publicly Available Telephone Interpretations D.29 and

Required Registration. Acquiror shall use its reasonable best --------------------- efforts (ai) On or about January 31, 2023 (as may be adjusted pursuant hereto, the “Filing Date”), the Company shall to prepare and file with the Commission a registration statement on Form S-3 (or such successor or other appropriate form) under the Securities Act with respect to the Registrable Shares (the "Registration Statement") on or before November 30, 2001 (the "Registration Date"), so long as the holders of Registrable Securities who have requested inclusion in the Registration Statement on Form S-1 as selling stockholders have provided the information necessary for inclusion therein in a timely manner to enable Acquiror to file the Registration Statement within such period, provided that Acquiror may delay filing of the Registration Statement if Acquiror shall furnish the Shareholder Agents with a certificate signed by the President of Acquiror stating that in the reasonable judgment of Acquiror after consultation with counsel there is or may be in existence material undisclosed information or events with respect to Acquiror the disclosure of which would be seriously detrimental to Acquiror, (ii) to cause such other form Registration Statement to be declared effective by the Commission as soon thereafter as possible, (iii) to file such amendments or supplements as may be appropriate necessary so that the prospectus contained in order the Registration Statement will not include an untrue statement of a material fact or omit to permit the Investor to publicly sell the Registrable Securities, provided however that notwithstanding anything herein to the contrary, the number of Shares the Company is state a material fact required to register be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and (iv) to effect all such registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualifications under this Agreement applicable state securities or "blue sky" laws and the timing of such registration, and the liquidated damages pursuant to Section 2(d), shall not apply if and to the extent that the Commission compliance with any other applicable governmental requirements or regulations) as any SEC Guidance sets forth a limitation on the number selling holder of Registrable Securities permitted to be registered on a particular Registration Statement Shares may reasonably request and that would permit or facilitate the sale of all Registrable Shares (including as a result of the PIPE Registration Statement). In the event the Company amends a Registration Statement in accordance with the foregoing to reduce the number of Registrable Securities registered for resale thereunderprovided, the Company will use its commercially reasonable efforts to file with the Commissionhowever, as promptly as allowed by SEC Guidance provided to the Company or available to registrants of securities in general, one or more Registration Statements for the Investor’s resale of those Registrable Securities that were not registered for resale on such Registration Statement. With respect to any Registrable Securities not included in a Registration Statement pursuant to this Section 2(a), the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Registrable Securities. Notwithstanding anything herein to the contrary, the Company may, but Acquiror shall not be required to-------- ------- in connection therewith to qualify to do business or to file a general consent to service of process in any such state or jurisdiction), include some or and in each case Acquiror will use its reasonable best efforts to cause such Registration Statement and all other such registrations, qualifications and compliances to become effective as soon as practicable thereafter. As soon as reasonably practicable after the execution of this Agreement (and in any event prior to Target' distribution of the Proxy Statement to its stockholders), Acquiror will provide to Target a questionnaire setting forth the information that Acquiror will require from each Former Target Stockholder to include such holder's Registrable Securities Shares in the PIPE Registration Statement, if and . If any Former Target Stockholder shall fail to furnish such information to Acquiror prior to the extent permitted by SEC Guidance and Registration Date, Acquiror may, at its election, either exclude such holder from the definitive agreements entered into in connection with Registration Statement or delay the PIPE filing of the Registration Statement, forms of which were publicly filed by the Company with the Commission as exhibits Statement for up to the PIPE Registration Statementten (10) additional days.

Required Registration. (a) On or about January 31, 2023 (as may be adjusted pursuant hereto, prior to the “Filing Date”)Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 (or such other form available to register for resale the Registrable Securities as a secondary offering). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form as may be appropriate in order available to permit the Investor to publicly sell register for resale the Registrable SecuritiesSecurities as a secondary offering. Notwithstanding any other provision of this Agreement, provided however that notwithstanding anything herein to the contrary, the number of Shares the Company is required to register under this Agreement and the timing of such registration, and the liquidated damages pursuant to Section 2(d), shall not apply if and to the extent that the Commission or any SEC Guidance sets forth a limitation on of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (including and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), or in the event the Staff seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by or on behalf of the Company such that Rule 415 is not available to the Company to register the resale of such Registrable Securities and as a result the Staff or the SEC does not permit such Registration Statement to become effective and used for resales in a manner that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the PIPE Registration Statementtotal number of unregistered Registrable Securities held by such Holders (such reduced Registrable Securities, the “415 Cutback Shares”). In the event the Company amends a the Initial Registration Statement in accordance with or files a New Registration Statement, as the foregoing to reduce the number of Registrable Securities registered for resale thereundercase may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or available to registrants of securities in general, one or more Registration Statements registration statements on Form S-1 or such other form available to register for the Investor’s resale of those Registrable Securities that were not registered for resale on such Registration Statement. With respect to any Registrable Securities not included in a Registration Statement pursuant to this Section 2(a), the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Registrable Securities. Notwithstanding anything herein to the contrary, the Company may, but shall not be required to, include some or all of the Registrable Securities in the PIPE Initial Registration Statement, if and to as amended, or the extent permitted by SEC Guidance and the definitive agreements entered into in connection with the PIPE New Registration Statement, forms of which were publicly filed by including the Company with 415 Cutback Shares (the Commission “Remainder Registration Statements”). No Holder shall be named as exhibits to the PIPE an “underwriter” in any Registration StatementStatement without such Holder’s prior written consent.

Required Registration. (a) On or about January 31If, 2023 (as may be adjusted pursuant hereto, at any time after ACG shall have given notice of conversion to the “Filing Date”)Company indicating the intent to convert the Note into shares of Common Stock, the Company shall receive a written request from ACG, the Company shall prepare and file with a registration statement under the Commission a Registration Statement on Form S-1 or such other form Securities Act as may be appropriate in order to permit the Investor to publicly sell the Registrable Securitiespromptly as reasonable possible, provided however that notwithstanding anything herein to the contrary, covering the number of Conversion Shares which are the Company is required to register under this Agreement and the timing subject of such registration, requests and the liquidated damages pursuant shall use its best efforts to Section 2(d), shall not apply if and cause such registration statement to the extent that the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (including as a result of the PIPE Registration Statement)become effective. In the event that ACG determines for any reason not to proceed with a registration at any time before the Company amends a Registration Statement in accordance with the foregoing to reduce the number of Registrable Securities registered for resale thereunder, the Company will use its commercially reasonable efforts to file with registration statement has been declared effective by the Commission, as promptly as allowed by SEC Guidance provided and such registration statement is withdrawn with respect to the Conversion Shares covered thereby, and ACG agrees to bear its own expenses incurred in connection therewith and to reimburse the Company or available to registrants of securities in general, one or more Registration Statements for the Investor’s resale expenses incurred by it attributable to the registration of those Registrable Securities that were such Conversion Shares, then ACG shall not registered for resale on such Registration Statement. With respect be deemed to any Registrable Securities not included in have exercised a Registration Statement right to require the Company to register Conversion Shares pursuant to this Section 2(a), at the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Registrable Securities. Notwithstanding anything herein to the contrary, the Company may, but shall not be required to, include some or all expense of the Registrable Securities in the PIPE Registration Statement, if and to the extent permitted by SEC Guidance and the definitive agreements entered into in connection with the PIPE Registration Statement, forms of which were publicly Company. If a registration statement filed by the Company at the request of ACG pursuant to this Section is withdrawn at the initiative of the Company, then ACG shall not be deemed to have exercised a right to require the Company to register Conversion Shares pursuant to this Section. The managing underwriter of an offering registered pursuant to this Section shall be selected by ACG and shall be reasonably acceptable to the Company. Without the written consent of ACG, neither the Company nor any other holder of securities of the Company may include securities in such registration if, in the good faith judgment of the managing underwriter of such public offering, the inclusion of such securities would interfere with the Commission as exhibits successful marketing of the Conversion Shares or require the exclusion of any portion of the Conversion Shares to be registered. Shares to be excluded from an underwritten public offering shall be selected in the PIPE Registration Statementmanner provided in Section 9.2. The obligation of the Company under this Section 9.1 shall be limited to one registration statement. The Company shall pay the expenses described in Section 9.5 for such registration statement. For purposes of this Section 9, Conversion Shares shall be deemed to include the Common Stock or other securities of the Company issued and outstanding in a stock split or reclassification of or a stock dividend or other distribution on or in substitution or exchange for, or in a merger or consolidation involving the Company or a sale of all or substantially all of the Company's assets in exchange for or otherwise in connection with, the Conversion Shares.

Required Registration. (a) On Company shall use its reasonable best efforts to cause a Shelf Registration Statement to be filed and declared effective by the Commission as soon as practicable following the earlier of (i) such time as the Company is eligible to register its securities on Form S-3 and (ii) thirteen (13) months after the Closing Date. Each Holder as to which any Shelf Registration is being effected agrees to furnish to Company all information with respect to such Holder necessary to make any information previously furnished to Company by such Holder not misleading. Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for as long as any Holder holds Registrable Securities. Company further agrees, if necessary, to promptly supplement or about January 31amend the Shelf Registration Statement, 2023 if required by the rules, regulations or instructions applicable to the registration form used by Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commission. In addition, after the Commission has declared a Shelf Registration Statement effective, so long as such Shelf Registration Statement is effective and until such time as the Shelf Registration Statement is a registration statement on Form S-3 (as may be adjusted pursuant hereto, the “Filing Date”or any successor thereto), (A) the Company shall promptly file with the Commission a any amendment or supplement to the Shelf Registration Statement on Form S-1 or such other form as may be appropriate in order to permit required by the Investor to publicly sell the Registrable Securities, provided however that notwithstanding anything herein to the contrary, the number of Shares the Company is required to register under this Agreement Securities Act and Exchange Act and the timing policies, rules and regulations of such registration, and the liquidated damages pursuant to Section 2(d), shall not apply if and to the extent that the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (including as a result of the PIPE Registration Statement). In the event the Company amends a Registration Statement in accordance with the foregoing to reduce the number of Registrable Securities registered for resale thereunder, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by SEC Guidance provided announced from time to time, in order to keep the Company or available to registrants of securities in general, one or more Registration Statements for the Investor’s resale of those Registrable Securities that were not registered for resale on such Registration Statement. With respect to any Registrable Securities not included in a Shelf Registration Statement pursuant to this Section 2(a), the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Registrable Securities. Notwithstanding anything herein to the contrary, the Company may, but shall not be required to, include some or all of the Registrable Securities in the PIPE Registration Statement, if and to the extent permitted by SEC Guidance and the definitive agreements entered into in connection with the PIPE Registration Statement, forms of which were publicly filed effective after each filing by the Company with the Commission as exhibits pursuant to the PIPE Exchange Act, and (B) no Holder may sell any Common Stock pursuant to the Shelf Registration Statement until the Commission has declared effective the Shelf Registration Statement, as amended.

Required Registration. (a) On or about January 31, 2023 (As soon as may be adjusted pursuant hereto, reasonable practicable following the “Filing Date”)final closing of the Offering, the Company shall use its commercially reasonable efforts to prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 (or such other form available to register for resale the Registrable Securities as a secondary offering). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form as may be appropriate in order available to permit the Investor to publicly sell register for resale the Registrable SecuritiesSecurities as a secondary offering. Notwithstanding any other provision of this Agreement, provided however that notwithstanding anything herein to the contrary, the number of Shares the Company is required to register under this Agreement and the timing of such registration, and the liquidated damages pursuant to Section 2(d), shall not apply if and to the extent that the Commission or any SEC Guidance sets forth a limitation on of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (including and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), or in the event the Staff seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by or on behalf of the Company such that Rule 415 is not available to the Company to register the resale of such Registrable Securities and as a result the Staff or the SEC does not permit such Registration Statement to become effective and used for resales in a manner that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by on a pro rata basis based on the PIPE Registration Statementtotal number of unregistered Shares held by such Holders (such reduced Registrable Securities, the “415 Cutback Shares”). In the event the Company amends a the Initial Registration Statement in accordance with or files a New Registration Statement, as the foregoing to reduce the number of Registrable Securities registered for resale thereundercase may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or available to registrants of securities in general, one or more Registration Statements registration statements on Form S-1 or such other form available to register for the Investor’s resale of those Registrable Securities that were not registered for resale on such Registration Statement. With respect to any Registrable Securities not included in a Registration Statement pursuant to this Section 2(a), the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Registrable Securities. Notwithstanding anything herein to the contrary, the Company may, but shall not be required to, include some or all of the Registrable Securities in the PIPE Initial Registration Statement, if and to as amended, or the extent permitted by SEC Guidance and the definitive agreements entered into in connection with the PIPE New Registration Statement, forms of which were publicly filed by including the Company with 415 Cutback Shares (the Commission “Remainder Registration Statements”). No Holder shall be named as exhibits to the PIPE an “underwriter” in any Registration StatementStatement without such Holder’s prior written consent.

Required Registration. (a) On or about January 31, 2023 (as may be adjusted pursuant hereto, prior to the “Filing Date”), Date the Company shall prepare and file with the Commission a Registration Statement covering for resale all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or such other form as may be appropriate in order to permit the Investor to publicly sell the Registrable Securities, provided however that notwithstanding anything herein to the contrary, the number of Shares (except if the Company is required not then eligible to register under this Agreement and for resale the timing of such registration, and the liquidated damages pursuant to Section 2(d), shall not apply if and to the extent that the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted on Form S-1, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and those securities previously granted piggy-back registration rights as identified in Schedule 2(a) hereof, to be registered on a particular included in the Registration Statement and (including as a result of ii) use its best efforts to cause the PIPE Registration Statement). In the event the Company amends a Registration Statement in accordance with to be declared effective under the foregoing to reduce the number of Registrable Securities registered for resale thereunder, the Company will use its commercially reasonable efforts to file with the Commission, Act as promptly as allowed by SEC Guidance provided possible after the filing thereof, but in any event prior to the Company or available Effectiveness Date, and to registrants keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of securities in general, one or more Registration Statements for (x) the Investor’s resale of those date when all Registrable Securities that were not registered for resale on covered by such Registration Statement. With respect to any Registrable Securities not included in a Registration Statement pursuant to this Section 2(a), have been sold or (y) the term “Filing Date” shall be construed to mean the earliest practical date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company is permitted by SEC Guidance pursuant to file a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If an additional Registration Statement related is required to those Registrable Securities. Notwithstanding anything herein to be filed because the contraryactual number of shares of Common Stock into which the Preferred Stock or Debentures, as applicable, are convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered in respect of the Conversion Shares and Warrant Shares based upon the computation on the Closing Date, the Company may, but shall not be required to, include some or all of the Registrable Securities in the PIPE have twenty (20) Business Days to file such additional Registration Statement, if and to the extent permitted by SEC Guidance and the definitive agreements entered into in connection with the PIPE Company shall use its best efforts to cause such additional Registration Statement, forms of which were publicly filed Statement to be declared effective by the Company with the Commission as exhibits to the PIPE Registration Statementsoon as possible, but in no event later than forty (40) days after filing.

Required Registration. (a) On or about January 31, 2023 (as may be adjusted pursuant hereto, After Company’s receipt of a written request from the “Filing Date”), the Company shall file with the Commission a Registration Statement on Form S-1 or such other form as may be appropriate in order to permit the Investor to publicly sell the Registrable Securities, provided however that notwithstanding anything herein to the contrary, the number of Shares the Company is required to register under this Agreement and the timing of such registration, and the liquidated damages pursuant to Section 2(d), shall not apply if and to the extent that the Commission or any SEC Guidance sets forth a limitation on the number Holders of Registrable Securities permitted to be registered on a particular Registration Statement (including as a result holding at least 10% of the PIPE Registration Statement). In the event the Company amends a Registration Statement in accordance with the foregoing to reduce the number of Registrable Securities registered for resale thereunderoutstanding as of the Effective Date to effect a Shelf Registration, the and subject to Section 7(c), Company will shall use its commercially reasonable efforts to file cause a Shelf Registration Statement to be filed and declared effective by the Commission within 120 days after the date of such request. Each Holder as to which any Shelf Registration is being effected agrees to furnish to Company all information with respect to such Holder necessary to make any information previously furnished to Company by such Holder not misleading. Company agrees to use commercially reasonable efforts to keep the CommissionShelf Registration Statement continuously effective until the earliest to occur of (i) the expiration of two years from the date the Commission declares the Shelf Registration Statement effective, as promptly as allowed (ii) the day after the date on which all Registrable Securities covered by SEC Guidance provided the Shelf Registration Statement have been sold pursuant to the Company Shelf Registration Statement or available (iii) the first date on which there shall cease to registrants of securities in general, one or more Registration Statements for the Investor’s resale of those be any Registrable Securities that were not registered for resale on such covered by the Shelf Registration Statement. With respect Company further agrees, if necessary, to any Registrable Securities not included in a Registration Statement pursuant to this Section 2(a), promptly supplement or amend the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Registrable Securities. Notwithstanding anything herein to the contrary, the Company may, but shall not be required to, include some or all of the Registrable Securities in the PIPE Shelf Registration Statement, if and required by the rules, regulations or instructions applicable to the extent permitted registration form used by SEC Guidance Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and Company agrees to furnish to the definitive agreements entered into in connection Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the PIPE Registration Statement, forms of which were publicly filed by the Company with the Commission as exhibits to the PIPE Registration StatementCommission.

Required Registration. If the Company shall receive at any time --------------------- after the earlier of (a1) On October 1, 1999, or about January 31(2) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, 2023 (as may be adjusted pursuant heretostock purchase or similar plan or an SEC Rule 145 transaction), a written request therefor from any record holder or holders of an aggregate of at least 1,500,000 shares of Registrable Securities not theretofore registered under the “Filing Date”)Securities Act and sold, the Company shall prepare and file with a registration statement under the Commission a Registration Statement on Form S-1 or such other form as may be appropriate in order to permit the Investor to publicly sell Securities Act covering the Registrable SecuritiesSecurities which are the subject of such request and shall use its best efforts to cause such registration statement to become effective. In addition, provided however that notwithstanding anything herein to upon the contraryreceipt of such request, the number of Shares the Company is required shall promptly give written notice to register under this Agreement and the timing of such registration, and the liquidated damages pursuant to Section 2(d), shall not apply if and to the extent that the Commission or any SEC Guidance sets forth a limitation on the number all other record holders of Registrable Securities permitted not theretofore registered under the Securities Act and sold that such registration is to be registered on a particular Registration Statement (including as a result effected. The Company shall include in such registration statement such Registrable Securities for which it has received written requests to register by such other record holders within 30 days after the delivery of the PIPE Registration Statement)Company's written notice to such other record holders. The Company shall be obligated to prepare, file and cause to become effective only three registration statements pursuant to this Section 13.1, and to pay the expenses associated with such registration statements. In the event that the Company amends holders of a Registration Statement in accordance with majority of the foregoing to reduce the number of Registrable Securities registered for resale thereunderwhich registration has been requested pursuant to this Section 13.1 determine for any reason not to proceed with a registration at any time before a registration statement has been declared effective by the Commission, the Company will use its commercially reasonable efforts to file and such registration statement, if theretofore filed with the Commission, as promptly as allowed by SEC Guidance provided is withdrawn with respect to the Registrable Securities covered thereby, and the holders of such Registrable Securities agree to bear their own expenses incurred in connection therewith and to reimburse the Company or available to registrants of securities in general, one or more Registration Statements for the Investor’s resale expenses incurred by it attributable to the registration of those such 37 Registrable Securities, then the holders of such Registrable Securities that were shall not registered for resale on such Registration Statement. With respect be deemed to any have exercised their right to require the Company to register Registrable Securities not included in a Registration Statement pursuant to this Section 2(a)13.1. If, at the term “Filing Date” shall be construed to mean the earliest practical date on which time any written request for registration is received by the Company is permitted by SEC Guidance pursuant to file an additional Registration Statement related to those Registrable Securities. Notwithstanding anything herein to the contrarythis Section 13.1, the Company mayhas determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders, but such written request shall not be required todeemed to have been given pursuant to Section 13.2 hereof rather than this Section 13.1, include some or all and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 13.2 hereof. Without the written consent of the holders of a majority of the Registrable Securities for which registration has been requested pursuant to this Section 13.1, neither the Company nor any other holder of securities of the Company may include securities in such registration if in the PIPE Registration Statementgood faith judgment of the managing underwriter of such public offering the inclusion of such securities would interfere with the successful marketing of the Registrable Securities or require the exclusion of any portion of the Registrable Securities to be registered. Notwithstanding any of the foregoing, if and the Company shall furnish to holders requesting a registration statement pursuant to this Section 13.1, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the extent permitted by SEC Guidance Company and the definitive agreements entered into in connection its shareholders to proceed with the PIPE Registration Statementsuch registration and it is therefor essential to defer such registration, forms of which were publicly filed by the Company with shall have the Commission as exhibits right to defer action under this Section 13.1 for a period of not more than 90 days after receipt of the PIPE Registration Statementrequest of the holders; provided, however, that the Company -------- ------- may not utilize this right more than once in any 12 month period. During the period of deferral, the Company shall not file any other registration statement under the Securities Act.