On or prior to each Filing Date, [[Organization A:Organization]] 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 [[Organization A:Organization]] 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 [Annex 2.1].1 and substantially the “Selling Stockholders” section attached hereto as [Annex 2.1].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, [[Organization A:Organization]] 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 [[Organization A:Organization]] to be in compliance with the current public information requirement under Rule 144 (to the extent applicable), as determined by the counsel to [[Organization A:Organization]] pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). [[Organization A:Organization]] shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. [[Organization A:Organization]] shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that [[Organization A:Organization]] telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. [[Organization A:Organization]] shall, by 9:30 a.m. (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.

Registration Procedures. In connection with [[Organization A:Organization]]’s registration obligations hereunder, [[Organization A:Organization]] shall:

Registration Expenses. All fees and expenses incident to the performance of, or compliance with, this Agreement by [[Organization A:Organization]] shall be borne by [[Organization A:Organization]] whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, # all registration and filing fees (including, without limitation, fees and expenses of [[Organization A:Organization]]’s counsel and independent registered public accountants) # with respect to filings made with the Commission, # with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and # in compliance with applicable state securities or Blue Sky laws reasonably agreed to by [[Organization A:Organization]] in writing (including, without limitation, fees and disbursements of counsel for [[Organization A:Organization]] in connection with Blue Sky qualifications or exemptions of the Registrable Securities), # printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), # messenger, telephone and delivery expenses, # fees and disbursements of counsel for [[Organization A:Organization]], # Securities Act liability insurance, if [[Organization A:Organization]] so desires such insurance to be purchased at the sole discretion of [[Organization A:Organization]], and # fees and expenses of all other Persons retained by [[Organization A:Organization]] in connection with the consummation of the transactions contemplated by this Agreement. In addition, [[Organization A:Organization]] shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall [[Organization A:Organization]] be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

prepare and file with the Commission a registration statement with respect to such securities and use commercially reasonable efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby;

Registration Rights. Other than each of the Purchasers, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

No later than December 9. 2019, the Company shall # file with the Securities and Exchange Commission, or # have filed with the SEC, a resale registration statement (together with any New Resale Registration Statement (as defined below), the “Resale Registration Statement”) pursuant to Rule 415 under the Securities Act pursuant to which all of the Restricted Note Shares (the “Registrable Securities”) shall be included (on the initial filing or by supplement or amendment thereto) to enable the public resale on a delayed or continuous basis of the Registrable Securities by the ​. The Company shall file the Resale Registration Statement on such form as the Company may then utilize under the rules of the SEC and use its best efforts to have the Resale Registration Statement declared effective under the Securities Act as soon as practicable, but in no event more than the earlier of: # 120 days following the date of the Closing, and # five business days after the date the Company receives written notification from the SEC that the Resale Registration Statement will not be reviewed. The Company agrees to use its best efforts to maintain the effectiveness of the Resale Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing one or more new registration statements (each, a “New Resale Registration Statement”) relating to the Registrable Securities as required by Rule 415 under the Securities Act, continuously until the date that is the earlier of # four (4) years following the date of effectiveness of the Resale Registration Statement, or # the date on which the ​ no longer hold any Registrable Securities covered by such Resale Registration Statement.

Mandatory Registration. The Company shall, by January 13, 2020, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date. The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the date on which the Investor shall have resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any 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, in light of the circumstances in which they were made, not misleading.

Registration Rights. [[Organization B:Organization]] shall file a “resale” registration statement with the Commission covering the Conversion Shares, so that such shares of common stock will be registered under the Securities Act. [[Organization B:Organization]] will maintain the effectiveness of the “resale” registration statement from the effective date of the registration statement until all Registrable Securities (as defined in the Registration Rights Agreement, attached hereto as [Exhibit B]) covered by such registration statement have been sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144. [[Organization B:Organization]] will use its reasonable best efforts to have such “resale” registration statement filed within ten (10) calendar days of the Closing and declared effective by the Commission as soon as possible and, in any event, by thirty (30) calendar days of the Filing Date (the “Effectiveness Date”). [[Organization B:Organization]] is obligated to pay to [[Organization A:Organization]] a fee of one (1%) percent per month of the stated value of the Series L Preferred Shares, payable in cash, up to a maximum of six (6%) percent, on the Filing Date and the Effectiveness Date if the registration obligations set forth herein have not been met, and pro- rata for each month, or partial month, in excess of the Filing Date and/or the Effectiveness Date that the registration statement has not been declared effective; provided, however, that [[Organization B:Organization]] shall not be obligated to pay any such liquidated damages if [[Organization B:Organization]] is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the Commission pursuant to its authority with respect to “Rule 415” or other rules, regulations, positions or releases issued or actions taken by the Commission, provided [[Organization B:Organization]] registers at such time the maximum number of shares of Common Stock permissible upon consultation with the staff of the Commission.

Registration Rights. The Company hereby agrees to register for resale under the Securities Act all of the Conversion Shares issuable upon conversion of the Shares issued to the Lender under this Agreement (the “Registrable Securities”), at the same time as the Company registers shares of its Common Stock for the account of other holders of such shares of Common Stock.

Registration Rights. Except as disclosed in the Registration Statement, the Prospectus and the Prospectus Supplement, no holder of securities of the Company has rights to the registration of any securities of the Company because of the filing of the Registration Statement or the issuance of the Securities hereunder that could expose the Company to material liability or any Buyer to any liability or that could impair the Company’s ability to consummate the issuance and sale of the Securities in the manner, and at the times, contemplated hereby, which rights have not been waived by the holder thereof as of the date hereof.