Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), # the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; # the Company will prepare and file with the Commission, promptly upon Cowen’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Cowen’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Cowen’s right to rely on the representations and warranties made by the Company in this Agreement); # the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected thereto (provided, however, that the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Cowen’s right to rely on the representations and warranties made by the Company in this Agreement, and provided further, however, that the Company shall not be required to provide Cowen with any copy of any such document in advance if the filing does not name Cowen, does not relate to the transactions contemplated by this Agreement or is being filed in connection with a separate offering pursuant to the same Registration Statement) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via EDGAR; and # the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Effective. The Registration Statement shall be effective and shall be available for # all sales of Placement Shares issued pursuant to all prior Placement Notices and # the sale of all Placement Shares contemplated to be issued by any Placement Notice.

FURNISHING OF PROSPECTUS. With respect to a Registration Statement filed pursuant to Section 2.1, the Company shall furnish to the Stockholders copies of any preliminary prospectus and, as soon as reasonably possible after the effectiveness of the Registration Statement, furnish to the Stockholders such numbers of copies of a final prospectus in conformity with the requirements of the 1933 Act, and such other documents as the Stockholders may reasonably request, in order to facilitate the resale or other disposition of Registrable Shares owned by it.

The Company shall make available to the Investor and its legal counsel without charge # promptly after the same is prepared and filed with the SEC at least one (1) copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits, the prospectus included in such Registration Statement (including each preliminary prospectus) and, with regards to such Registration Statement(s), any correspondence by or on behalf of the Company to the SEC or the staff of the SEC and any correspondence from the SEC or the staff of the SEC to the Company or its representatives; # upon the effectiveness of any Registration Statement, the Company shall make available copies of the prospectus, via EDGAR, included in such Registration Statement and all amendments and supplements thereto; and # such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably request from time to time to facilitate the disposition of the Registrable Securities.

Effective Registration Statement; Current Prospectus; Securities Law Compliance. ​ shall use its reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of all of the Purchase Shares by ​ at all times until the earlier of # the date on which ​ shall have sold all the Purchase Shares and no Available Share remains under this Agreement and # 90 days following the Maturity Date (the “Registration Period”). Without limiting the generality of the foregoing, during the Registration Period, ​ shall # take all action necessary to cause the Common Stock to continue to be registered as a class of securities under Sections 12(b) of the Exchange Act, shall comply with its reporting and filing obligations under the Exchange Act, and shall not take any action or file any document (whether or not permitted by the Exchange Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act, and # prepare and file with the SEC, at ​’s expense, such amendments (including, without limitation, post-effective amendments) to the Registration Statement and such Prospectus Supplements pursuant to Rule 424(b) under the Securities Act, in each case, as may be necessary to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of all of the Purchase Shares by ​ to ​, at all times during the Registration Period (it being hereby acknowledged and agreed that ​ shall prepare and file with the SEC, at ​’s expense, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal Date”), a new Registration Statement relating to the Purchase Shares, in a form satisfactory to ​ and its counsel, and ​ shall use its reasonable best efforts to cause such Registration Statement to be declared effective within 90 days after the Renewal Date unless the Registration Period has lapsed). ​ shall furnish to ​ such information regarding itself, the Purchase Shares held by it and the intended method of distribution thereof as shall be reasonably requested by ​ in connection with the preparation and filing of any such amendment to the Registration Statement (or new Registration Statement) or any such Prospectus Supplement, and shall otherwise cooperate with ​ as reasonably requested by ​ in connection with the preparation and filing of any such amendment to the Registration Statement (or new Registration Statement) or any such Prospectus Supplement. ​ shall comply with all applicable federal, state and foreign securities laws in connection with the offer, issuance and sale of the Purchase Shares contemplated by the Transaction Documents. Without limiting the generality of the foregoing, neither ​ nor any of its officers, directors or affiliates will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of ​, or which would reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of ​.

Both the Employee and Employer hereby confirm that an employee / employer relationship exists with respect to their relationship and, accordingly, the securities granted pursuant to the SOA are subject to, inter alia, the prospectus and registration exemptions as set forth in National Instrument 45-106 Prospectus and Registration Exemptions.

“Registration Statement” means the initial Registration Statement required to be filed hereunder and any additional registration statements filed pursuant to the Securities Purchase Agreement, including (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post- effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

promptly notify the BlackRock Purchaser (on behalf of itself and each Selling Holder), at any time when a prospectus relating thereto is required to be delivered by any of it under the Securities Act, of # the filing of a Registration Statement or any other registration statement contemplated by this Agreement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to a Registration Statement or any other registration statement or any post-effective amendment thereto, when the same has become effective; and # the receipt of any written comments from the Commission with respect to any filing referred to in clause (i) and any written request by the Commission for amendments or supplements to any such Registration Statement or any other registration statement or any prospectus or prospectus supplement thereto;

Prepare and file with the Commission a registration statement and such amendments and supplements as may be necessary and use its best efforts to cause such registration statement to become and remain effective until # the second anniversary following the date the registration statement is declared effective, # all of the Registrable Securities included in the registration statement have been sold, or # all of the Registrable Securities may be sold under Rule 144 without any volume limitation and Holders have given written consent to remove the Registerable Securities from the Registration Statement, whichever comes first, except that the Company shall be permitted to suspend the use of the registration statement during certain periods as set forth below in this Section 2.3; and # Furnish to the Holders participating in such registration and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities.

“Register”, “Registered” and “Registration” shall mean a registration effected by preparing and # filing a Registration Statement in compliance with the Securities Act (and any post-effective amendments filed or required to be filed) and the declaration or ordering of effectiveness of such Registration Statement, or # filing a Prospectus and/or prospectus supplement in respect of an appropriate effective Registration Statement;