On or prior to each Filing Date, ​ 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. Each Registration Statement filed hereunder shall be on Form S-1 (or Form S-3 to the extent ​ is eligible to use such registration statement form, subject to the provisions of [Section 2.5]) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as ​.1 and substantially the “Selling Stockholders” section attached hereto as ​.2; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, ​ shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under [Section 3.3]) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement # have been sold, thereunder or pursuant to Rule 144, or # may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for ​ to be in compliance with the current public information requirement under Rule 144 (to the extent applicable), as determined by the counsel to ​ pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). ​ shall telephonically request effectiveness of a Registration Statement as of ​ (New York City time) on a Trading Day. ​ shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that ​ telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. ​ shall, by ​ (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under [Section 2.4].

On or prior to each Filing Date, ​ 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. Each Registration Statement filed hereunder shall be on Form S-1 (or Form S-3 to the extent ​ is eligible to use such registration statement form, subject to the provisions of [Section 2.5]) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as ​.1 and substantially the “Selling Stockholders” section attached hereto as ​.2; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, ​ shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under [Section 3.3]) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement # have been sold, thereunder or pursuant to Rule 144, or # may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for ​ to be in compliance with the current public information requirement under Rule 144 (to the extent applicable), as determined by the counsel to ​ pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). ​ shall telephonically request effectiveness of a Registration Statement as of ​ (New York City time) on a Trading Day. ​ shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that ​ telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. ​ shall, by ​ (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under [Section 2.4].

On or prior to each Filing Date, ​ 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. Each Registration Statement filed hereunder shall be on Form S-1 (or Form S-3 to the extent(except if ​ is not then eligible to useregister for resale the Registrable Securities on Form S-3, in which case such registration statement form,shall be on another appropriate form in accordance herewith, subject to the provisions of [Section 2.5]2(e)]) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as ​.1[Annex A] and substantially the “Selling Stockholders”Stockholder” section attached hereto as 2.1" data-ad-field-json='{"name":"Annex 2.1","canGuess":{"name":false,"type":true}}'>​.2;B_; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, ​ shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under [Section 3.3]3(c)]) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement # have been sold, thereunder or pursuant to Rule 144, or # may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for ​ to be in compliance with the current public information requirement under Rule 144 (to the extent applicable),144, as determined by the counsel to ​ pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). ​ shall telephonically request effectiveness of a Registration Statement as of ​ (New York City time)Eastern Time on a Trading Day. ​ shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that ​ telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. ​ shall, by ​ (New York City time)Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under [Section 2.4]2(d)].

On or prior to each Filing Date, ​ 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. Each Registration Statement filed hereunder shall be on Form S-1 (or Form S-3 to the extent(except if ​ is not then eligible to useregister for resale the Registrable Securities on Form S-3, in which case such registration statement form,shall be on Form S-1 or another appropriate form in accordance herewith, subject to the provisions of [Section 2.5]2(e)]) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as 2.1" data-ad-field-json='{"name":"Annex 2.1","canGuess":{"name":false,"type":true}}'>​.1A_ and substantially the “Selling Stockholders”Stockholder” section attached hereto as 2.1" data-ad-field-json='{"name":"Annex 2.1","canGuess":{"name":false,"type":true}}'>​.2; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent.B_. Subject to the terms of this Agreement, ​ shall use its bestcommercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under [Section 3.3]3(c)]) to be declared effective under the Securities Act as promptly as reasonably possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its bestcommercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement # have been sold,sold thereunder or pursuant to Rule 144, or # may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for ​ to be in compliance with the current public information requirement under Rule 144 (to the extent applicable),144, as determined by the counsel to ​ pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). ​ shall telephonically request effectiveness of a Registration Statement as of ​ (New York City time) on a Trading Day. ​ shall immediatelypromptly notify the Holders via facsimile or by e-mail (to the extent Holder has provided ​ with a valid and working email address) of the effectiveness of a Registration Statement on the same Trading Dayday that ​ telephonically confirms effectiveness with the Commission, which shall be the date requested forof effectiveness of such Registration Statement. ​ shall, by ​ (New York City time) on the fifth Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission if and as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under [Section 2.4].

On or prior to each Filing Date, A" data-ad-field-type="b" data-ad-field-json='{"name":"Organization A","type":"b","canGuess":{"name":false,"type":false}}'>​ 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. Each Registration Statement filed hereunder shall be on Form S-1 (or3 (except if ​ is not then eligible to register for resale the Registrable Securities on Form S-3 to the extent ​ is eligible to use3, in which case such registration statement form,shall be on another appropriate form in accordance herewith, subject to the provisions of [Section 2.5]2(e)]) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as 2.1" data-ad-field-json='{"name":"Annex 2.1","canGuess":{"name":false,"type":true}}'>​.1A_ and substantially the “Selling Stockholders”Stockholder” section attached hereto as 2.1" data-ad-field-json='{"name":"Annex 2.1","canGuess":{"name":false,"type":true}}'>​.2;B_; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, A" data-ad-field-type="b" data-ad-field-json='{"name":"Organization A","type":"b","canGuess":{"name":false,"type":false}}'>​ shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under [Section 3.3]3(c)]) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement # have been sold, thereunder or pursuant to Rule 144, or # may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for A" data-ad-field-type="b" data-ad-field-json='{"name":"Organization A","type":"b","canGuess":{"name":false,"type":false}}'>​ to be in compliance with the current public information requirement under Rule 144 (to the extent applicable),144, as determined by the counsel to A" data-ad-field-type="b" data-ad-field-json='{"name":"Organization A","type":"b","canGuess":{"name":false,"type":false}}'>​ pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). A" data-ad-field-type="b" data-ad-field-json='{"name":"Organization A","type":"b","canGuess":{"name":false,"type":false}}'>​ shall telephonically request effectiveness of a Registration Statement as of ​ (New York City time) on a Trading Day. A" data-ad-field-type="b" data-ad-field-json='{"name":"Organization A","type":"b","canGuess":{"name":false,"type":false}}'>​ shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that A" data-ad-field-type="b" data-ad-field-json='{"name":"Organization A","type":"b","canGuess":{"name":false,"type":false}}'>​ telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. A" data-ad-field-type="b" data-ad-field-json='{"name":"Organization A","type":"b","canGuess":{"name":false,"type":false}}'>​ shall, by ​ (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under [Section 2.4]2(d)].

On or prior to each Filing Date, A" data-ad-field-type="b" data-ad-field-json='{"name":"Organization A","type":"b","canGuess":{"name":false,"type":false}}'>​ 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 existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. EachThe Registration Statement filed hereunder shall be on Form S-1 (or3 (except if ​ is not then eligible to register for resale the Registrable Securities on Form S-3 to the extent ​ is eligible to use3, in which case such registration statement form, subject to the provisions of [Section 2.5])shall be on another appropriate form in accordance herewith) and shall contain (unless(except if otherwise directed by at least 85% in interestrequired pursuant to written comments received from the Commission upon a review of the Holders) substantiallysuch Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as 2.1" data-ad-field-json='{"name":"Annex 2.1","canGuess":{"name":false,"type":true}}'>​.1 and substantiallyA_ (which may be modified to respond to comments, if any, provided by the “Selling Stockholders” section attached hereto as ​.2; provided, however, that no Holder shall be requiredCommission or at the written request of ​ to be named as an “underwriter” without such Holder’s express prior written consent. Subjectaddress any modifications to the termsPlan of this Agreement,Distribution at the time that organization" data-ad-field-json='{"name":"Organization A","type":"organization","canGuess":{"name":false,"type":false}}'>​ issues a request for registration of the Shares in accordance with [Section 2] hereof). ​ shall use its reasonable best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under [Section 3.3]) to be declared effective under the Securities Act as promptly as possible after the filing thereof, butbut, in any eventevent, no later than the applicable Effectiveness Date,Date for such Registration Statement, and shallshall, subject to [Section 7(d)] hereof, use its reasonable best efforts to keep suchthe Registration Statement continuously effective under the Securities Act until the earlier of # the date that is two years after the effectiveness of the Registration Statement and # the date on which all Registrable Securities covered bysecurities under such Registration Statement # have been sold, thereunder or pursuant to Rule 144, or # may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for ​ceased to be in compliance with the current public information requirement under Rule 144 (to the extent applicable), as determined by the counsel to ​ pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected HoldersRegistrable Securities (the “Effectiveness Period”). Notwithstanding the foregoing, A" data-ad-field-type="b" data-ad-field-json='{"name":"Organization A","type":"b","canGuess":{"name":false,"type":false}}'>​ shall telephonically request effectiveness of a Registration Statement as of ​ (New York City time) on a Trading Day. ​ shall immediately notify the Holders via facsimile or by e-mail ofbe entitled to suspend the effectiveness of athe Registration Statement onat any time prior to the sameexpiration of the Effectiveness Period for up to an aggregate of twenty (20) consecutive Trading DayDays or an aggregate of thirty (30) Trading Days (which need not be consecutive) in any given 360-day period. It is agreed and understood that A" data-ad-field-type="b" data-ad-field-json='{"name":"Organization A","type":"b","canGuess":{"name":false,"type":false}}'>​ telephonically confirms effectiveness with the Commission,shall, from time to time, be obligated to file one or more additional Registration Statements to cover any Registrable Securities which shall be the date requestedare not registered for effectiveness of suchresale pursuant to a pre-existing Registration Statement. ​ shall, by ​ (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under [Section 2.4].

Not later than the Filing Date, ​ shall prepare and file with the Commission a Registration Statement coveringon Form S-1 relating to the resale ofby the Holders all (or such other number as the Commission will permit) 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. Each Registration Statement filed hereunder shall be on Form S-1 (or Form S-3 to the extent ​ is eligible to use such registration statement form, subject to the provisions of [Section 2.5]) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as ​.1 and substantially the “Selling Stockholders” section attached hereto as ​.2; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent.Securities. Subject to the terms of this Agreement, ​ shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under [Section 3.3]3(c)]) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement # have been sold, thereunder or pursuant to Rule 144, or # may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for ​ to be in compliance with the current public information requirement under Rule 144 (to the extent applicable),144, as determined by the counsel to ​ pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”“Effectiveness Period”). ​ shall telephonically request effectiveness of a Registration Statement as of ​ (New York City time) on a Trading Day. ​ shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that ​ telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. ​ shall, by ​ (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under [Section 2.4].

On or prior to eachthe Filing Date, the ​ shall prepare and file with the Commission a “Shelf” 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 by the Holder(s) on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 (or Form S-3 to the extent ​ is eligible to use such registration statement form, subject to the provisions of [Section 2.5]) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as ​.1 and substantially the “Selling Stockholders” section attached hereto as ​.2;415; provided, however, that no Holderif 100% of the Registrable Securities hereunder shall be requiredequal or exceed 30% of the issued and outstanding Common Stock less any such shares held by Affiliates of the ​ on the actual filing date of the initial Registration Statement (“Registration Cap”), the initial Registration Statement shall register a number of shares of Common Stock nearing the Registration Cap limit; provided, further, that if any Registration Statement is subject to be named as an “underwriter” withouta Registration Cap, the Shares shall have priority in such Holder’s express prior written consent.Registration Statement over the Draw Down Shares if such shares are not then registered. Subject to the terms of this Agreement, the ​ shall use its bestcommercially reasonable efforts to cause aany Registration Statement filed under this Agreement (including, without limitation, under [Section 3.3]) to be declared effective under the Securities Act as promptly as possible after the filing thereof, butand with respect to the initial Registration Statement in any event no later thanprior to the applicable Effectiveness Date, and shall use its bestcommercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement # have been sold, thereunder or pursuant to Rule 144, or # may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for ​ to be in compliance with the current public information requirement under Rule 144 (to the extent applicable), as determined by the counsel to ​ pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”).sold; provided, however, that ​ shall telephonically request effectiveness of anot be required to have unissued Draw Down Shares covered by such Registration Statement after the expiration of the Commitment Period as of ​ (New York City time) on a Trading Day.such term is described in the Securities Purchase Agreement (the “Effectiveness Period”). The ​ shall immediatelypromptly notify the Holders via facsimile or by e-mailemail of the effectiveness of a Registration Statement on the same Trading Day that the ​ telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement.Commission. The ​ shall, by ​ (New York City time) on the Trading Day after the effective date of such Registration Statement,shall file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under [Section 2.4].

On or prior to eachthe Filing Date, ​the Company shall prepare and file with the Commission a Registration Statementregistration 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. Each Registration Statement filed hereunderThe registration statement shall be on Form S-1 (oror, if the Company is so eligible, on Form S-3 to(except if the extent ​Company is not then eligible to useregister for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration statement form, subject to the provisions of [Section 2.5])shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least 85% in interest of the Holders)Investor) substantially the “Plan of Distribution” attached hereto as 2.1" data-ad-field-json='{"name":"Annex 2.1","canGuess":{"name":false,"type":true}}'>​.1A_. The Company shall cause the registration statement to become effective and substantially the “Selling Stockholders” section attached heretoremain effective as ​.2; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, ​provided herein. The Company shall use its reasonable best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under [Section 3.3])the registration statement to be declared effective under the Securities Act as promptlysoon as possible after the filing thereof, butand, in any event no later thanevent, by the applicable Effectiveness Date, andDate. The Company shall use its reasonable best efforts to keep such Registration Statementthe registration statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement #registration statement have been sold, thereunder or pursuant to Rule 144, or # may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for ​ to be in compliance with the current public information requirement under Rule 144 (to the extent applicable),144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to ​ pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected HoldersCompany (the “Effectiveness Period”). ​ shall telephonically request effectiveness of a Registration Statement as of ​ (New York City time) on a Trading Day. ​ shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that ​ telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. ​ shall, by ​ (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under [Section 2.4].

On or prior to eachthe Filing Date, A" data-ad-field-type="b" data-ad-field-json='{"name":"Organization A","type":"b","canGuess":{"name":false,"type":false}}'>​ shall prepare and file with the Commission a “Shelf” 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 by the Holder(s) on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 (or Form S-3 to the extent ​ is eligible to use such registration statement form, subject to the provisions of [Section 2.5]) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as ​.1 and substantially the “Selling Stockholders” section attached hereto as ​.2;415; provided, however, that no Holderif 100% of the Registrable Securities hereunder shall be requiredequal or exceed 30% of the issued and outstanding Common Stock less any such shares held by Affiliates of ​ on the actual filing date of the initial Registration Statement (“Registration Cap”), the initial Registration Statement shall register a number of shares of Common Stock nearing the Registration Cap limit; provided, further, that if any Registration Statement is subject to be named as an “underwriter” withouta Registration Cap, the Shares shall have priority in such Holder’s express prior written consent.Registration Statement over the Draw Down Shares if such shares are not then registered. Subject to the terms of this Agreement, A" data-ad-field-type="b" data-ad-field-json='{"name":"Organization A","type":"b","canGuess":{"name":false,"type":false}}'>​ shall use its bestcommercially reasonable efforts to cause aany Registration Statement filed under this Agreement (including, without limitation, under [Section 3.3]) to be declared effective under the Securities Act as promptly as possible after the filing thereof, butand with respect to the initial Registration Statement in any event no later thanprior to the applicable Effectiveness Date, and shall use its bestcommercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement # have been sold, thereunder or pursuantsold; provided, however, that Company shall not be required to Rule 144, or # may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and withouthave unissued Draw Down Shares covered by such Registration Statement after the requirement for ​ to beexpiration of the Commitment Period as such term is described in compliance with the current public information requirement under Rule 144 (to the extent applicable), as determined by the counsel to ​ pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected HoldersSecurities Purchase Agreement (the “Effectiveness Period”“Effectiveness Period”). A" data-ad-field-type="b" data-ad-field-json='{"name":"Organization A","type":"b","canGuess":{"name":false,"type":false}}'>​ shall telephonically request effectiveness of a Registration Statement as of ​ (New York City time) on a Trading Day. ​ shall immediatelypromptly notify the Holders via facsimile or by e-mailemail of the effectiveness of a Registration Statement on the same Trading Day that A" data-ad-field-type="b" data-ad-field-json='{"name":"Organization A","type":"b","canGuess":{"name":false,"type":false}}'>​ telephonically confirms effectiveness with the Commission, whichCommission. ​ shall be the date requested for effectiveness of such Registration Statement. ​ shall, by ​ (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under [Section 2.4].

Shelf Registration. The Company shall # prepare and file with the Commission aan initial 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. Each Registration Statement filed hereunder shall be on Form S-1 (or Form S-3 to the extent ​ is eligible to use such registration statement form, subject to the provisions of [Section 2.5]) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as ​.1 and substantially the “Selling Stockholders” section attached hereto as ​.2; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, ​ shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under [Section 3.3]) to be declared effective under the Securities Act as promptlysoon as possible after the filing thereof, butpracticable, and in any event no later thanwithin 10 calendar days following any Installment Payment Date to permit the applicable Effectiveness Date,resale of all Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act and shall# use its reasonable best efforts to keepcause such initial Registration Statement to become effective as soon as practicable after filing thereof. The Company will use its reasonable best efforts to cause the Registration Statement filed pursuant to this [Section 3.01(a)] to be continuously effective under the Securities Act (and, if such Registration Statement ceases to be effective, as soon as practicable to restore its effectiveness or to file and have declared effective a new Registration Statement), with respect to any Holder, until the date that allon which there are no longer any Registrable Securities covered by such Registration Statement # have been sold, thereunder or pursuant to Rule 144, or # may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for ​ to be in compliance with the current public information requirement under Rule 144 (to the extent applicable), as determined by the counsel to ​ pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holdersoutstanding (the “Effectiveness Period”). ​A Registration Statement filed pursuant to this [Section 3.01(a)] shall telephonically request effectivenessbe on such appropriate registration form of the Commission as shall be selected by the Company; provided that, if the Company is then eligible, it shall file such Registration Statement on Form S-3. A Registration Statement when declared 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 (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement as of ​ (New York City time) on a Trading Day. ​becomes effective, but in any event within two Business Days immediately following such date, the Company shall immediately notifyprovide the Holders via facsimile or by e-mailwith notice of the effectiveness of a Registration Statement on the same Trading Day that ​ telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. ​ shall, by ​ (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under [Section 2.4].