Common use of Shelf Registration Clause in Contracts

Shelf Registration. On or prior to the Filing Date, the Company shall prepare and file with the Commission a "shelf" Registration Statement covering 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the 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 Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statement.

Shelf Registration. On or prior The Issuers shall use their reasonable best efforts to the Filing Date, the Company shall prepare and file with the Commission SEC a "shelf" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “Initial Shelf Registration”). The Initial Shelf Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the Registrable Securities on Form S-3manner or manners designated by them (including, in which case such registration shall be on another appropriate formwithout limitation, one or more underwritten offerings). The Company Issuers shall (i) not permit any securities, securities other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, Notes to be included in the Initial Shelf Registration Statement and or any Subsequent Shelf Registration (ii) as defined below). The Issuers shall, subject to applicable law or applicable interpretation of the staff of the SEC, use its their reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event on or prior to the Effectiveness Date, Date and to keep such the Initial Shelf Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold which is two years from the Issue Date or (y) the date on which no Registrable Notes are outstanding (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. No Holder of Registrable Securities Notes may be sold without include any restriction of its Registrable Notes in any Shelf Registration pursuant to Rule 144 as determined by the counsel this Agreement unless and until such Holder furnishes to the Company pursuant to in writing, within 15 business days after receipt of a written opinion letterrequest therefor, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is information concerning such Holder required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares included in any Shelf Registration or Prospectus or preliminary prospectus included therein. No holder of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand Additional Interest pursuant to Section 4 hereof unless and until such Holder shall have provided all such information, if so requested. Each Holder of Registrable Notes as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company prepare by such Holder not materially misleading and file an additional Registration Statementdoes not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

Shelf Registration. On or prior At any time from and after the date hereof and from time to time, the Investor may make a written request to the Filing Date, the Company shall to prepare and file with the Commission a "shelf" Registration Statement shelf registration statement under the Securities Act covering all of the Registrable Securities for an offering to be made then outstanding on a delayed or continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 Section 415 of the Securities Act (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate forma “Shelf Registration”). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) will use its best commercially reasonable efforts to cause prepare and file with the Commission, no later than 45 days following its receipt of such written request (the “Shelf Registration Statement to be declared effective Filing Date”), a registration statement under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier covering all of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may requested to be sold without any restriction pursuant to Rule 144 as determined by the counsel to included therein and the Company pursuant will use its reasonable best efforts to a written opinion letter, addressed to obtain the Company's transfer agent to effectiveness of such effect (registration as soon as practicable as would permit or facilitate the "EFFECTIVENESS PERIOD"). If at any time original issuance or subsequent resale and for any reason, an additional Registration Statement is required distribution of all securities requested to be filed because at such time registered hereunder. Notwithstanding the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statementforegoing, however, the Company may defer the filing of such registration statement pursuant to and in accordance with the provisions of Section 2(i)(b). Such registration statement shall have twenty contain (20unless the Holders otherwise direct) Business Days substantially the “Plan of Distribution” attached hereto as Annex A. Notwithstanding anything to file such additional Registration Statementthe contrary, and in the case of any shelf registration pursuant to this Section 2.2, the Company shall use its reasonable best efforts to cause such additional Registration Statement keep the relevant registration statement effective until the earlier of (i) a period of two years or (ii) the date as of which all the securities requested to be declared effective by registered (including whether or not subsequently transferable under Rule 144) under the Commission as soon as possible, but shelf registration statement have been disposed of in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand manner described therein; provided further that the Company prepare shall be obligated to re-file a Shelf Registration at the request of Investor if such registration expires and not all securities requested to be registered thereunder have been disposed of. Notwithstanding anything to the contrary, in the event that the Company is not eligible to effect a Shelf Registration, (a) this Section 2.2 shall not apply and (b) the Investor shall have the right on two (as opposed to one) occasions to make a request for the Company to file an additional Registration Statementa registration statement pursuant to Section 2.1; provided that the Company shall not be obligated to effect more than one such demand registration pursuant to Section 2.1 in any 12 consecutive calendar months.

Shelf Registration. On (a) As promptly as possible, and in any event on or prior to the Filing Date, the Company shall prepare and file with the Commission a "“shelf" ” Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. If for any reason (including, without limitation, the Commission’s interpretation of Rule 415) the Commission does not permit all of the Registrable Securities to be included in such Registration Statement, then the Company shall prepare and file with the Commission one or more separate Registration Statements with respect to any such Registrable Securities not included with the initial Registration Statements, as soon as allowed under SEC Regulations and is commercially practicable. The Registration Statement shall be on a Form S-3; in the event Form S-3 (except if is not available for the registration of the resale of Registrable Securities hereunder, the Company is not then eligible shall (i) register the resale of the Registrable Securities on another appropriate form in accordance herewith and (ii) attempt to register for resale the Registrable Securities on Form S-3S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statements then in which case effect until such registration time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires the Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that the Investor is not an “underwriter”. The Investor shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have Investor’s counsel comment on any written submission made to the SEC with respect thereto, and to have such comments relayed to the SEC with the consent of the Company, not to be unreasonably withheld. No such written submission shall be on another appropriate formmade to the SEC to which the Investor’s counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(e). The , the SEC refuses to alter its position, the Company shall (i) not permit any securities, other than remove from the Registration Statement such portion of the Registrable Securities and (the securities listed on Schedule 2.1(c“Cut Back Shares”) of the Purchase Agreement, to be included in the Registration Statement and and/or (ii) use its best efforts to cause with the Registration Statement consent of the Investor’s counsel, not to be declared effective under unreasonably withheld, agree to such restrictions and limitations on the registration and resale of the Registrable Securities Act as promptly the SEC may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that the Company shall not agree to name the Investor as possible after the filing thereof, but an “underwriter” in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under without the Securities Act prior written consent of the Investor (collectively, the “SEC Restrictions”). No liquidated damages shall accrue on or as to any Cut Back Shares until such date time as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant is able, using commercially reasonable efforts, to a written opinion letter, addressed to effect the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, filing of an additional Registration Statement is required with respect to the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Article 4 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, references to the Filing Date shall be deemed to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementRestriction Termination Date.

Shelf Registration. On or prior to (a) At any time after the Filing Datefirst anniversary of the First Public Offering, the Company shall prepare and file with the Commission a "shelf" Registration Statement covering 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-3 (except if the Company is not then eligible to register for resale use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities on Form S-3, in which case such registration (the requesting Shareholder(s) shall be on another appropriate formreferred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (i) not such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities, securities other than the Registrable Securities and (including for the securities listed on Schedule 2.1(cbenefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Purchase Agreement, Company’s obligation to be included effect no more than four Demand Registrations in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act aggregate as promptly as possible after the filing thereof, but set forth in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"Section 2.01(a). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statement.

Shelf Registration. On or prior to As soon as reasonably practicable following the Filing DateClosing, and in any event within 30 days thereof, the Company shall prepare file, and file with shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the Commission a "shelf" Registration Statement covering all Registrable Securities for an offering resale from time to be made time on a delayed or continuous basis pursuant to Rule 415. The Registration Statement 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (except pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then eligible S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a “Requesting Stockholder”) for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to register for resale such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities on Form S-3pursuant to the Requesting Stockholder’s intended method of distribution thereof, in which case and to the extent such registration shall be on another appropriate form). The Company shall (i) Takedown Prospectus Supplement is not permit any securitiesautomatically effective upon filing, other than shall, subject to the Registrable Securities and the securities listed on Schedule 2.1(c) terms of the Purchase Agreementthis Article V, to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the Registration Statement such prospectus supplement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to . Each Takedown Request shall specify the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Company to ensure that the Takedown Prospectus Supplement complies with the requirements of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementSecurities Act.

Shelf Registration. On or prior As soon as practicable following the date of this Agreement and upon written notice by the Stockholder of a request to register the Filing DateRegistrable Securities (but in no event longer than 30 days after the date of this Agreement), the Company shall prepare and file with a registration statement under the Securities Act to permit the public resale of Registrable Securities then outstanding from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a "shelf" “Registration Statement covering 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-3 (except Statement”); provided, however, that if the Company is not then eligible to register for resale the Registrable Securities eligible, it shall file such initial registration statement on Form S-3. If the Company is not a WKSI, in which case the Company shall use its commercially reasonable efforts to cause such registration shall be on another appropriate forminitial Registration Statement to become effective no later than 180 days after the date of filing of such Registration Statement (the “Filing Date”). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) will use its best commercially reasonable efforts to cause the 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 Effectiveness Date, and to keep such Registration Statement filed pursuant to this Section 2.l(a) to be continuously effective under the Securities Act until such date as is the earlier earliest to occur of the following: (xi) the date when all Registrable Securities covered by such the Registration Statement have been sold distributed in the manner set forth and as contemplated in such Registration Statement, (ii) there are no longer any Registrable Securities outstanding and (iii) one year from the Effective Date of such Registration Statement (in each case of clause (i), (ii) or (yiii), the “Effectiveness Period”). A Registration Statement filed pursuant to this Section 2.l(a) shall be on such appropriate registration form of the Commission as shall be selected by the Company. 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 necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. As soon as practicable following the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to that a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at becomes effective, but in any event within three (3) Business Days of such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statementdate, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and provide the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion Holders with written notice of the Purchasers there is not or will not be effectiveness of a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statement.

Shelf Registration. On or prior to the Filing Date, the The Company shall prepare and within 90 days of the date of original issuance of the Notes, file with the Commission a "shelf" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement and thereafter shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act on or prior to 180 days (plus any additional days allowed as promptly as possible a result of a Supplemental Delay Period) after the filing thereofdate of original issuance of the Notes, but in any event prior a Shelf Registration Statement relating to the Effectiveness Date, offer and sale of the Transfer Restricted Securities by the Holders from time to keep such Registration Statement continuously effective under time in accordance with the Securities Act until such date as is the earlier methods of (x) the date when all Registrable Securities covered distribution elected by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to Holders and set forth in such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Shelf Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the . The Company shall use its best efforts to cause such additional keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be declared effective usable by Holders for a period of two years from the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion date of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount original issuance of the Notes then outstandingor such shorter period that will terminate when (i) all the Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, or upon (ii) the exercise date on which, in the opinion of counsel to the Company, all of the Warrants Transfer Restricted Securities then outstandingheld by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities (in any such case, such period being called the Purchasers "SHELF REGISTRATION PERIOD"). The Company shall be entitled deemed not to demand have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, (ii) such action is taken by the Company prepare in good faith and file an additional Registration Statementfor valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(h) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplemental Delay Period.

Shelf Registration. On or prior If, at the time the Company registers the Registrable Securities under the Securities Act pursuant to the Filing Datethis Section 2(a), the sale or other disposition of such Registrable Securities by the Holder may be made pursuant to a Registration Statement on Form S-3 (or any successor form that permits the incorporation by reference of future filings by the Company under the Exchange Act), then such Required Registration Statement, unless otherwise directed by the Holder, shall prepare and file with the Commission be filed as a "shelf" Registration Statement covering 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective 415 under the Securities Act as promptly as possible after (or any successor rule). Any such shelf registration shall cover the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier disposition of (x) the date when all Registrable Securities covered by in one or more underwritten offerings, block transactions, broker transactions, at-market transactions and in such Registration Statement have been sold other manner or (y) the date on which the Registrable Securities manners as may be sold without any restriction pursuant to Rule 144 as determined specified by the counsel Holder. Notwithstanding the requirements in the first paragraph of Section 2(a)(i) with respect to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at period of effectiveness of any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Required Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its reasonable best efforts to cause keep such additional "shelf" registration continuously effective as long as the delivery of a Prospectus is required under the Securities Act in connection with the disposition of the Registrable Securities registered thereby and, in furtherance of such obligation, shall supplement or amend such Registration Statement to be declared effective if, as and when required by the Commission rules, regulations and instructions applicable to the form used by the Company for such registration or by the Securities Act or by any other rules and regulations thereunder applicable to shelf registrations. On one occasion during each twelve months such shelf Registration Statement remains effective, upon the Holder's receipt of notice of the decision of the Board of Directors as soon as possible, but in no event later than forty (45) days after filing. If at such time specified in the reasonable opinion fifth paragraph of Section 2(a)(i) above, the Purchasers there is not or Holder will not be a sufficient number refrain from making any sales of Registrable Securities under the shelf Registration Statement for a period of up to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statement90 days.

Shelf Registration. On or prior If at the time the Issuer registers Registrable Securities under the Securities Act pursuant to the Filing Datethis Section 2, the Company shall prepare and file with the Commission a "shelf" Registration Statement covering all sale or other disposition of such Registrable Securities for an offering to by the Holders may be made on a delayed or continuous basis pursuant to Rule 415. The Registration Statement shall be a registration statement on Form S-3 (except or any successor form that permits the incorporation by reference of future filings by the Issuer under the Exchange Act), or if the Company Form S-3 is not available for use by the Issuer, Form S-1 (or any successor form that permits the incorporation by reference of future filings by the Issuer under the Exchange Act), then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration statement, unless otherwise directed by the Requestor, shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, filed as a “shelf” registration statement pursuant to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective Rule 415 under the Securities Act (or any successor rule). Any such shelf registration shall cover the disposition of all Registrable Securities in one or more underwritten offerings, block transactions, broker transactions, at-market transactions and in such other manner or manners as promptly may be specified by the Requestor and set forth in the plan of distribution included in the registration statement. Except as possible after provided in Section 6(b) hereof, the filing thereof, but in any event prior to the Effectiveness Date, and Issuer shall use commercially reasonable efforts to keep such Registration Statement “shelf” registration continuously effective as long as the delivery of a prospectus is required under the Securities Act in connection with the disposition of the Registrable Securities registered thereby and in furtherance of such obligation, shall supplement or amend such registration statement if, as and when required by the rules, regulations and instructions applicable to the form used by the Issuer for such registration or by the Securities Act or by any other rules and regulations thereunder applicable to shelf registrations. Upon their receipt of a certificate signed by the chief executive officer or chief financial officer of the Issuer stating that, in the judgment of the Issuer, it is advisable to suspend use of a prospectus included in a registration statement due to pending or contemplated material developments or other events that have not yet been publicly disclosed and as to which the Issuer believes public disclosure would be detrimental to the Issuer, the Holders will refrain from making any sales of Registrable Securities under the shelf registration statement for a period of up to 60 calendar days; provided, that this right to cause the Holders to refrain from making sales shall not be exercised by the Issuer more than twice in any twelve-month period (counting as a permitted exercise any exercise by the Issuer of its right to defer the filing or delay its effectiveness of a registration statement under the last paragraph of Section 2(a)). Each Holder agrees that, upon receipt of such notice from the Issuer, such Holder will forthwith discontinue any disposition of Registrable Securities pursuant to the shelf registration statement until such date as is the earlier of (xX) the date when expiration of the period indicated in the certificate, if any, and (Y) the Holders’ receipt of a notice from the Issuer to the effect that such suspension has terminated; and shall treat such notice and any non-public information received in connection therewith in the strictest confidence and shall not disseminate such information. If so directed by the Issuer, each Holder will deliver to the Issuer (at the Issuer’s expense) all copies, other than permanent file copies, then in the Holders’ possession, of the most recent resale prospectus covering such Registrable Securities covered by at the time of receipt of such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statementsuspension notice.

Shelf Registration. On At any time and from time to time commencing on the earlier to occur of (i) the second Business Day following the record date for the Special Distribution or prior to (ii) the Filing eleventh Business Day following the Termination Date, as soon as practicable following the Company Partnership’s receipt of written notice from either Vitol or Charlesbank requesting the filing of a Shelf Registration Statement, the Partnership shall prepare and file with the Commission a "shelf" Shelf Registration Statement under the Securities Act covering all Registrable Securities for an offering then outstanding; provided, however, that the right of Vitol or Charlesbank to be made on a continuous basis pursuant request such filing shall expire at any time that such Person and its Affiliates owns less than 10% of the aggregate Conversion Common Units issued to Rule 415such Person and its Affiliates. The If the Shelf Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale automatically effective upon filing, the Registrable Securities on Form S-3, in which case such registration Partnership shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the Shelf Registration Statement to be declared become effective under the Securities Act as promptly soon as possible after the filing thereofreasonably practicable, but in any event prior not later than 180 days after the date of the filing of such Shelf Registration Statement (the “Filing Date”). A Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Partnership; provided, however, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from a Shelf Registration Statement and the Managing Underwriter at any time shall notify the Partnership in writing that, in the reasonable judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the Effectiveness Datesuccess of the Underwritten Offering of such Registrable Securities, and the Partnership shall use its reasonable best efforts to keep include such information in the prospectus supplement. The Partnership will use its reasonable best efforts to cause a Shelf Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective under the Securities Act from the Effective Date until such the earliest date as is on which any of the earlier of following occurs: (xi) the date when all Registrable Securities covered by such Shelf Registration Statement have been sold or distributed in the manner set forth and as contemplated in such Shelf Registration Statement, (yii) the date on which the there are no longer any Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by outstanding and (iii) two years from the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to Effective Date of such effect Shelf Registration Statement (the "EFFECTIVENESS PERIOD"“Effectiveness Period”). If at any time and for any reason, an additional The Partnership covenants that a Shelf Registration Statement when it becomes or is 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 filed because at stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Shelf Registration Statement, in the Company shall have twenty light of the circumstances under which a statement is made). As soon as practicable following the Effective Date of a Shelf Registration Statement, but in any event within three (203) Business Days to file of such additional Registration Statementdate, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by Partnership will notify the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion Selling Holders of the Purchasers there is not or will not be a sufficient number effectiveness of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional such Shelf Registration Statement.

Shelf Registration. On or prior to the Filing Date, the Company shall prepare and file with the Commission a "shelf" Registration Statement covering 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form)S-1. The Company shall (i) not permit any securities, securities other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the 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 date that is thirty (30) days following the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIODEffectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty thirty (4530) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statement.

Shelf Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a "shelf" “Shelf” Registration Statement covering all the resale of the Registrable Securities for an offering to be made by the Holder(s) on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The form in accordance herewith) and shall contain substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the 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 best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold sold, or (y) the date on which the Registrable Securities may be sold without any restriction volume restrictions pursuant to Rule 144 144(k), or the Commitment Period has expired and no Registrable Securities are then outstanding or may become outstanding on the exercise of any Warrant, as determined by the counsel to the Company pursuant to a written opinion letterletter to such effect, addressed and acceptable to the Company's ’s transfer agent to such effect and the affected Holders (the "EFFECTIVENESS PERIOD"“Effectiveness Period”). If at any time and for any reason, an additional The Company shall promptly notify the Holders via facsimile of the effectiveness of a Registration Statement is on the same Trading Day that the Company telephonically confirms effectiveness with the Commission. The Company shall file a final Prospectus with the Commission as required by Rule 424. Notwithstanding anything herein to be filed because at such time the actual number of shares of Common Stock into which contrary, in the Notes are convertible and event that the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of Commission requires a reduction in the number of shares of Registrable Securities remaining under the to be included on a Registration Statement, the Company shall have twenty (20) Business Days to file reduce such additional Registration Statementshares by reducing the number of Draw Down Shares first, the anti-dilution shares second, the Warrant Shares third and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementShares last.

Shelf Registration. On In the event that (i) on or prior to the Filing Datetime the Exchange Offer is Consummated, the Company shall prepare or the Guarantor determines that existing SEC interpretations are changed such that the Exchange Securities received by Holders in the Exchange Offer are not or would not be, upon receipt, transferable by each such Holder without restriction under the Securities Act, (ii) the Exchange Offer has not been Consummated within 210 days following the Closing Date, (iii) the Exchange Offer has been Consummated and file with in the Commission opinion of counsel for the Initial Purchasers a "shelf" Registration Statement covering all must be filed and a Prospectus must be delivered by the Initial Purchasers in connection with any offering or sale of Registrable Securities for an offering (other than Registrable Securities held by Holders described in Section 7), or (iv) any applicable law or interpretations do not permit any Holder to be made on Participate in the Exchange Offer, the Company and the Guarantor shall, in lieu of (or, in the case of clause (iii) of this sentence, in addition to) conducting the Exchange Offer contemplated by Section 2(a), file as soon as practicable after such determination, date or notice of such opinion of counsel is given to the Company and the Guarantor, as the case may be, but no later than 45 days after the time such obligation to file arises, a continuous basis pursuant to Rule 415. The Shelf Registration Statement shall be on Form S-3 (except if providing for the Company is not then eligible to register for resale sale of all the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than by the Registrable Securities Holders thereof and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its their best efforts to cause the have such Shelf Registration Statement to be declared effective by the SEC under the Securities Act as promptly as possible no later than 90 days after the filing thereof, but in any event prior to the Effectiveness Date, such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective until the expiration of the period referred to in Rule 144(k) under the Securities Act until with respect to the Registrable Securities or such date as is the earlier of (x) the date shorter period that will terminate when all the Registrable Securities covered by such Shelf Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined such Shelf Registration Statement. The Company and the Guarantor further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the counsel rules, regulations or instructions applicable to the registration form used by the Company pursuant for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to a written opinion letter, addressed to the Company's transfer agent information relating to such effect (Holder, to take any action reasonably necessary to enable such Holder to use the "EFFECTIVENESS PERIOD"). If at any time and Prospectus forming a part thereof for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares resales of Registrable Securities remaining under Securities, including, without limitation, any action necessary to identify such Holder as a selling securityholder in the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Shelf Registration Statement, and the Company shall to use its their best efforts to cause any such additional Registration Statement amendment to be declared effective by the Commission SEC under the Securities Act and such Shelf Registration Statement and Prospectus to become usable as soon as possible, but in no event later than forty (45) days thereafter practicable. The Company and the Guarantor agree to furnish to the Holders copies of any such supplement or amendment promptly after filing. If at such time in its being used or filed with the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementSEC.

Shelf Registration. On or prior to 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30) days after the Filing Closing Date, the Company shall prepare and file with the Commission a "shelf" Registration Statement covering under the Securities Act to permit the public resale of 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on Form S-3, the terms and conditions specified in which case such registration this subsection 2.1.1 and shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the such Registration Statement to be declared effective under the Securities Act as promptly soon as possible practicable after the filing thereof, but in any no event prior to later than ninety (90) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness DateDeadline shall be extended to one hundred and twenty (120) days after the filing deadline if the Registration Statement is reviewed by, and to keep such receives comments from, the Commission. The Registration Statement continuously effective filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined successor or similar provision adopted by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If Commission then in effect) at any time and beginning on the effective date for any reason, an additional such Registration Statement. A Registration Statement is required filed pursuant to be filed because at such time this subsection 2.1.1 shall provide for the actual number resale pursuant to any method or combination of shares of Common Stock into which the Notes are convertible methods legally available to, and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statementrequested by, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Holders. The Company shall use its best efforts to cause such additional a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be declared effective supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Commission as Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as possiblepracticable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in no any event later than forty within one (451) days after filingbusiness day of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. If at such time When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 reasonable opinion case of any Prospectus contained in such Registration Statement, in the light of the Purchasers there circumstances under which such statement is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statementmade).

Shelf Registration. On or prior Prior to the Filing DateDecember 31, 1995, the Company shall prepare and file with the Commission Commission, at the Company's expense, a "shelf" Registration Statement registration statement on any appropriate form pursuant to Rule 415 under the Act covering 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form"Shelf Registration"). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the 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 Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause have the Shelf Registration declared effective as promptly as practicable after such additional filing (but not later than 150 days after the date hereof) and to keep the Shelf Registration Statement continuously effective three years following the date on which the Shelf Registration is declared effective (the "Shelf Registration Period"). The Company shall, to the extent necessary, supplement or amend the Shelf Registration (in each case, at the Company's expense) to keep the Shelf Registration effective during the Shelf Registration Period. The Company further agrees to supplement or amend any Shelf Registration, as required by the registration form utilized by the Company or by the instructions applicable to such registration form or by the Securities Act or the rules and regulations thereunder or as reasonably requested by any Holder. The Company shall furnish to the Holders copies, in substantially the form proposed to be declared effective by used and/or filed, of any such supplement or amendment at least 30 days prior to its being used and/or filed with the Commission as soon as possible, but Commission. The Company hereby consents to the use (in no event later than forty (45compliance with applicable law) days after filing. If at such time in the reasonable opinion of the Purchasers there is not prospectus or will not be a sufficient number any amendment or supplement thereto by each of the selling Holders of Registrable Securities to be issued upon conversion in connection with the offering and sale of the principal amount Registrable Securities covered by the prospectus or any amendment or supplement thereto. The Company shall pay all Registration Expenses (other than fees and disbursements of underwriters) incurred in connection with the Notes then outstandingShelf Registration, whether or upon not it becomes effective. In no event shall the exercise Shelf Registration include securities other than Registrable Securities, unless the Holders of the Warrants then outstanding, the Purchasers all Registrable Securities consent to such inclusion. Nothing herein shall be entitled to demand that obligate the Company prepare to incur or pay for fees and file an additional Registration Statementdisbursements of underwriters in connection with a distribution under the Shelf Registration.

Shelf Registration. On or prior to At the Filing Daterequest of an Investor, the Company shall prepare and file with the Commission a "shelf" Registration Statement covering 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the 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 Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to promptly file a registration statement on Form S-3 or such other form under the Securities Act then available to the Company providing for the resale pursuant to Rule 415 from time to time, and on a continuing basis, by the requesting Investor of such number of Registrable Securities requested by the Investor to be registered thereby (including the prospectus, amendments and supplements to the shelf 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, if any, in such shelf registration statement, the “Shelf Registration Statement”). The Company shall use its best efforts to cause such additional the Shelf Registration Statement to be declared effective by the Commission as soon promptly as possiblepracticable following such filing; provided, but however, that the Company will be permitted to postpone (upon written notice to the Investors) the filing or the effectiveness of the Shelf Registration Statement (on one or more occasions), provided that the aggregate number of days the Company shall be permitted to so postpone, together with any and all days postponed in no event later than forty respect of a registration statement with respect to any and all Demands pursuant to Section 2.01(e), shall not exceed an aggregate of forty-five (45) days after filing. If at such time in any period of twelve ((12) consecutive months), if the Board determines in good faith and in its reasonable judgment that the filing or effectiveness of the Shelf Registration Statement would have a material adverse effect on any proposal or plan by the Company to engage in any debt or equity offering, material acquisition or disposition of assets (other than in the reasonable opinion ordinary course of business) or any merger, consolidation, tender offer or other similar transaction. The Company shall maintain the effectiveness of the Purchasers there is not or will not be a sufficient number Shelf Registration Statement until the first date as of which all the Registrable Securities to be issued upon conversion included in the Shelf Registration Statement have been sold. The Company shall maintain the effectiveness of the principal amount Initial Resale Registration Statement until the first date as of which all the shares of Common Stock included in the Initial Resale Registration Statement have been sold. The effectiveness of the Notes then outstandingInitial Resale Registration Statement shall not constitute a Demand Registration for purposes of this Agreement; provided, or upon that any subsequent requests for a Shelf Registration Statement pursuant to this Section 2.03 shall constitute a Demand hereunder. For the exercise avoidance of doubt, the effectiveness of the Warrants then outstandingInitial Resale Registration Statement shall not satisfy, limit, delay or reduce, the Purchasers shall be entitled Company’s obligations pursuant to demand that the Company prepare and file an additional Registration Statementthis Section 2.03.

Shelf Registration. On or prior to the Filing Date, (a) If at any time the Company shall receive a Purchaser Request under this Section 2 that the Company file a shelf registration statement under the Securities Act, then the Company shall, within 10 days of the receipt thereof, give written notice of such request to all Holders and, subject to Section 4 below, shall prepare and file (as expeditiously as practicable, and in any event within 60 days of the receipt of the Purchaser Request) with the Commission a "shelf" “Shelf” Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415; provided, however, that the Company shall have no obligation to file a Registration Statement pursuant to this Section 2 for less than the total amount of Registrable Securities then held by the Holders if (based on the current market prices) the remaining Registrable Securities owned by all Holders would not yield gross proceeds of at least $15,000,000. The Such Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). form in accordance herewith as the Holders may consent) and shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” attached hereto as Annex A. The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the such Registration Statement to be declared effective under the Securities Act as promptly as possible reasonably practicable after the filing thereof, but and in any event prior within 90 days of the filing thereof (or 120 days if the Commission has determined to review the Effectiveness Dateapplicable Registration Statement) or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Purchaser Request, and Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement and, subject to Section 4 below, shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier earliest of (xi) the fifth anniversary of the effective date of the Registration Statement, (ii) when all Registrable Securities covered by such Registration Statement have been sold or and (yiii) the date on as of which the each Holder is permitted to sell its Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect without volume limitations or any other restrictions (the "EFFECTIVENESS PERIOD"“Effectiveness Period”). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statement.

Shelf Registration. On or prior to Following the Filing DateCommencement of Commercial Operations and at the request of the Holders holding Registrable Securities having a Fair Market Value of not less than $25 million (collectively, the "Requesting Holders"), the Company shall notify (such notice a "Shelf Notification") each Holder not a Requesting Holder of the Company's intention to prepare and file with the Commission a "shelf" Registration Statement covering all Registrable Securities for an offering to be made on a delayed or a continuous basis pursuant to Rule 415. The 415 (or any appropriate similar rule that may be adopted by the Commission) under the Securities Act covering all or a portion of the Registrable Securities, and shall thereafter prepare and file such Registration Statement (the "Shelf Registration"). Each Holder not a Requesting Holder shall be on Form S-3 (except if notify the Company is not then eligible within thirty (30) days of receipt of a Shelf Notification if it intends to register for resale the include Registrable Securities on Form S-3held by it in such Shelf Registration; otherwise, such Holder shall have no right to include its Registrable Securities in which case such registration shall be on another appropriate form). The Company shall Shelf Registration or in any subsequent Shelf Registration; provided that a Holder not a Requesting Holder may subsequently request a Shelf Registration pursuant to this Section 2.2(a) if such Holder (i) notifies the Company within thirty (30) days of a Shelf Notification that (a) upon request of the Company, it has agreed not permit any securities, other than the to include its Registrable Securities and in such Shelf Registration, or (b) by reason of contractual obligation or law, it cannot at the securities listed on Schedule 2.1(c) time of the Purchase Agreement, to be included Shelf Notification include its Registrable Securities in the a Shelf Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the in each subsequent request for a Shelf Registration, such Holder (collectively with other Holders not Requesting Holders making such request) must request registration of Registrable Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) with an aggregate Fair Market Value on the date when all of such request of not less than $25 million in Registrable Securities covered held by or issuable to such Holder(s). Each Shelf Registration Statement have been sold shall be on a Form S-3 or another appropriate form (y) unless the date on which Holders of the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined offered thereby reasonably request a specific form) permitting registration of such Registrable Securities for resale by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time Holders in the reasonable opinion of the Purchasers there is not manner or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstandingmanners reasonably designated by them (including, without limitation, one or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statementmore underwritten offerings).

Shelf Registration. On or Within thirty (30) days after the expiration of the 180 day period commencing as of the Effective Time (but in no event prior to the Filing DateDecember 7, the Company 2000), HCC shall prepare and file with the Commission SEC a "shelfShelf" registration statement (such registration statement including 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, a "Registration Statement Statement") covering all Registrable Securities of the shares of HCC common stock into which VCI's shares of common stock are converted as a result of the Merger (including any shares of HCC capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to such shares of HCC common stock, the "Merger Shares") for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company HCC is not then eligible to register for resale the Registrable Securities Merger Shares on Form S-3, in which case such registration shall be on Form S-1 or another appropriate formform in accordance herewith as the Holders, by vote of the Holders of a majority of the Merger Shares, may consent). The Company HCC shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the 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 Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is two (2) years after the date that such date as Registration Statement is declared effective by the SEC or such earlier of (x) the date when all Registrable Securities Merger Shares covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction volume restrictions pursuant to Rule 144 144(k) as determined by the counsel to the Company HCC pursuant to a written opinion letter, addressed to the Company's transfer agent letter to such effect (the "EFFECTIVENESS PERIODEffectiveness Period"). If at Anything to the contrary contained herein notwithstanding, HCC shall not voluntarily take any time and for any reasonaction that would result in the Holders not being able to sell the Merger Shares during the Effectiveness Period, unless such action is required under applicable law, as evidenced by an additional opinion of counsel to HCC or such other evidence as the Holders may deem acceptable, or HCC has, upon written advice of counsel, filed a post-effective amendment to the Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be SEC has not declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statementit effective.

Shelf Registration. On or Beginning 30 days prior to the Filing Datefirst anniversary of the date hereof, any Holder may deliver to the Company a written notice requesting registration of such Holder’s Registrable Securities and the Company agrees, subject to the terms of this Agreement, to the extent that the Company does not have an effective shelf registration statement under which the Registrable Securities could be offered (an “Automatic Shelf”), to file as promptly as reasonably practical after the first anniversary of the date hereof, a registration statement pursuant to Rule 415 under the Securities Act on Form S-3 or another appropriate form (a “Shelf Registration Statement”) for the registration of the issuance by the Company of Registrable Securities issuable upon the exchange of Units and of the resale of all of such Registrable Securities and the Registrable Securities of each other Holder. Each Holder agrees to provide in a timely manner information regarding any proposed distribution by such Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with preparation of and for inclusion in the Registration Statement. Subject to the other terms hereof, the Company shall prepare and file with use commercially reasonable efforts to effect such a registration. The Company agrees to use commercially reasonable efforts to keep the Commission a "shelf" Shelf Registration Statement covering all Registrable Securities for an offering or Automatic Shelf, as the case may be, with respect to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the 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 Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is for a period expiring on the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (yi) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five ninety percent (12590%) of the number of shares of Registrable Securities remaining covered by the Registration Statement have been sold pursuant thereto and (ii) the date on which all Registrable Securities held by Holders who are not affiliates of the Company, in the opinion of counsel for the Company, are eligible for immediate sale pursuant to Rule 144(b)(1) under the Securities Act and all Registrable Securities held by each Holder who is an affiliate of the Company, in the opinion of counsel for the Company, are eligible for sale pursuant to Rule 144 under the Securities Act and could be sold in one transaction in accordance with the volume limitations contained in Rule 144(e)(1)(i) under the Securities Act. The Company shall not be required to have more than one Registration StatementStatement effective at any one time with respect to the Registrable Securities. To the extent that the Company has an effective Automatic Shelf, beginning on the first anniversary of the date hereof, the Company shall have twenty (20) Business Days to file such additional Registration Statementwill, and the Company shall without any request or demand by any Holder, use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statementa prospectus supplement covering the resale of all of the Registrable Securities.

Shelf Registration. (a) At any time after the earlier of the commencement of the Exchange Offer or the closing of the Initial Public Offering, the Investors may request in writing (the “Registration Request”) registration under the Securities Act of all or any portion of their Registrable Securities. On or prior to the Filing Date, the Company shall prepare and file with the Commission a "shelf" Shelf Registration Statement covering all the resale of such number of Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Request. In addition, upon the written request of an Investor, the Company shall promptly prepare and file with the Commission a Shelf Registration Statement covering the resale of all other Registrable Securities beneficially owned by such Investor; provided, that, notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to prepare and file any such Shelf Registration Statement covering such Registrable Securities (iix) more than once per calendar quarter or (y) if the Registrable Securities to be covered by such Shelf Registration Statement represent less than one percent (1%) of the then-outstanding Company Shares. The Shelf Registration Statements described in this Section 2(a) shall relate to the offer and sale of the Registrable Securities by the Investors thereof from time to time in accordance with the methods of distribution set forth in the applicable Shelf Registration Statement (including any plan of distribution that the Investors may request from time to time, an initial form of which is attached hereto as Exhibit A) and Rule 415 under the Securities Act, together with any Registration Statement to replace such Registration Statement upon expiration thereof, if any (hereinafter the “Shelf Registration Statement”). Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause the each such Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in . The Company shall use its reasonable best efforts to address any event prior to comments from the Effectiveness Date, Commission regarding such Shelf Registration Statement and to keep such advocate with the Commission for the registration of all Registrable Securities in accordance with SEC Guidance. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on any Shelf Registration Statement continuously effective under due to limitations on the use of Rule 415 of the Securities Act until such date as is for the earlier resale of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel Holders (a “Rule 415 Limitation”) or otherwise, such Shelf Registration Statement shall register the resale of a number of Company Shares which is equal to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual maximum number of shares as is permitted by the Commission, and, subject to the provisions of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statementthis Section 2, the Company shall have twenty (20) Business Days continue to file such additional Registration Statement, and the Company shall use its reasonable best efforts to cause register all remaining Registrable Securities as set forth in this Section 2. In such additional Registration Statement to be declared effective by event, the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities Shares to be issued upon conversion of registered for the principal amount of Investors in the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers applicable Shelf Registration Statement shall be entitled reduced pro rata among all Investors. The Company shall continue to demand that use its reasonable best efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the Company prepare applicable rules, regulations and file an additional Registration StatementSEC Guidance.

Shelf Registration. On or prior to In the Filing Date, the Company shall prepare and file with the Commission a "shelf" Registration Statement covering 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall event that (i) the Company determines that the Exchange Offer Registration provided for in Section 2(a) above is not permit available or may not be completed as soon as practicable after the last Exchange Date because it would violate any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) applicable law or applicable interpretations of the Purchase AgreementStaff of the SEC, to be included in the Registration Statement and (ii) use its best efforts the Exchange Offer is not for any other reason completed by June 30, 2003, (iii) after June 30, 2003, at the request of any Holder with respect to cause any Registrable Securities held by it, if such Holder is not permitted, in the Registration Statement opinion of counsel for such Holder, pursuant to be declared effective applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradable without restriction under the Securities Act as promptly as possible after the filing thereof, but in any event prior and applicable blue sky or state securities laws (other than due solely to the Effectiveness Datestatus of such Holder as an Affiliate of the Company or as a Participating Broker-Dealer) or (iv) in the case of any Holder (other than a Participating Broker-Dealer) that is eligible to participate in the Exchange Offer, and to keep properly tenders its Registrable Securities in accordance with the procedures of the Exchange Offer, and such Registration Statement continuously effective under the Holder does not receive freely tradeable Exchange Securities Act until such date as is the earlier of (x) on the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statementexchange and any such Holder so requests, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause to be filed as soon as practicable after such additional determination, date or request, as the case may be (but in no event more than 30 days after such determination, date or request), a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof (other than Registrable Securities owned by Holders who have elected not to be include such Registrable Securities in such Shelf Registration Statement or who have not complied with their obligations under the penultimate paragraph of Section 3 hereof or under this paragraph) and to have such Shelf Registration Statement declared effective by the Commission SEC. In the event that the Company is required to file a Shelf Registration Statement pursuant to clause (iii) or (iv) of the preceding sentence, the Company shall use its best efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Holders after completion of the Exchange Offer. The Company agrees to use its best efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be Registrable Securities (the "Shelf Effectiveness Period"). The Company further agrees to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the 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 registration or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use its best efforts to cause any such amendment to become effective and such Shelf Registration Statement and Prospectus to become usable as soon as possible, but thereafter practicable. The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number Holders of Registrable Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, not to contain any untrue statement of a material fact or omit to state a material fact required to be issued upon conversion stated therein or necessary in order to make the statements therein, in light of the principal amount of the Notes then outstandingcircumstances under which they were made, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statement.not misleading. (c)

Shelf Registration. On or prior If the Preferred Stock shall have previously been converted into Registrable Securities, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and, subject to the Filing Datelimitations of Section 2(b) below, the Company shall prepare and file (as expeditiously as practicable, and in any event within thirty (30) days of the receipt of any other such request) with the Commission a "shelf" “Shelf” Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Such Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). form in accordance herewith as the Designated Holders may consent) and shall contain (except if otherwise directed by the Designated Holders) the “Plan of Distribution” attached hereto as Annex A. The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but and in any event prior within sixty (60) days of the Purchaser Request (or one hundred twenty (120) days in the event the SEC has determined to review the Effectiveness Dateapplicable Registration Statement) and shall, and subject to notice from the Company under Section 9(f), use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act for the period that such Registration Statement may be kept effective under applicable SEC regulations until such date as is the earlier of (xi) the date on which all Registrable Securities are eligible for sale under paragraph (k) of Rule 144 without any volume, manner of sale or other restrictions and (ii) when all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”). The Company shall notify each Holder in writing promptly (and in any event within one Trading Day) after receiving notification from the Commission that a Registration Statement has been declared effective. Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to this Section 2 (i) during the 90 day period commencing on the effective date of any other registration statement filed by the Company relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) or (yii) if the Company shall furnish to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, the Board has determined to file a registration statement relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) within 30 days of the Purchaser Request, during the period commencing on the date of such notice and ending upon the earliest of (i) effectiveness of such registration statement , (ii) a decision by the Company not to pursue effectiveness of such registration statement or (iii) 90 days after the filing of such registration statement; provided, however, that in the case of clause (ii) the date on which Company may not utilize this right more than once in any twelve (12) month period; provided, further, that, for the Registrable Securities may avoidance of doubt, this clause (ii) shall be sold without any restriction pursuant incremental to, and not in lieu of, the Company’s relief from its shelf registration obligation under clause (i) above. Notwithstanding the foregoing, if the Company shall furnish to Rule 144 as determined the Holders a certificate signed by the counsel chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, maintaining a Registration Statement’s effectiveness would be materially detrimental to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to and its stockholders for such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement to remain effective by reason of a material pending or imminently prospective transaction or development and it is required therefore essential to be filed because at suspend such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement’s effectiveness, the Company shall have twenty the right to suspend such effectiveness for a period of not more than sixty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (4560) days in aggregate after filing. If at such time in the reasonable opinion receipt of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstandingPurchaser Request; provided, or upon the exercise of the Warrants then outstandinghowever, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statementmay not utilize this right more than twice in any twelve (12) month period.

Shelf Registration. On No later than the Lockup Termination Date of the earlier to occur of (i) an IPO of the Company, or prior to (ii) a Demand Offering (and in the case of a Demand Offering, if no Company lock-up exists, then ninety (90) calendar days following the Effective Date of such Demand Offering) (such date, the “Filing DateDeadline”), the Company shall prepare and file with the Commission a "shelf" Registration Statement covering the resale of all outstanding Registrable Securities not already covered by an effective Registration Statement for an offering to be made on a delayed or continuous basis pursuant to SEC Rule 415415 or, if SEC Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of the Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 F-3 (except if the Company is not then eligible ineligible to register for resale the Registrable Securities on Form S-3F-3, in which case such registration shall be on another appropriate formForm F-1 or such other form available to register for resale the Registrable Securities as a secondary offering), subject to the provisions of Subsection 2.1(e), 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 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 SEC 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 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 F-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), 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 first be reduced by Registrable Securities not acquired pursuant to the Investment Agreement (whether pursuant to registration rights or otherwise) and second by Registrable Securities represented by shares of Common Stock (applied, in the case that some shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares of Common Stock held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of shares of Common Stock held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case 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 to registrants of securities in general, one or more Registration Statements on Form F-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, cause each Registration Statement required to be included in filed by the Registration Statement Filing Deadline and (ii) use its best efforts to cause the Registration Statement to be declared effective by the Commission no later than the Effectiveness Deadline (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness DateAct), and shall use its reasonable best efforts to keep such each Registration Statement continuously effective under the Securities Act until such date for so long as is the earlier of (x) the date when all Registrable Securities covered by such remain outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement have been sold as of 5:00 P.M. New York City time on a Trading Day. The Company shall promptly notify the Holders via facsimile or (y) electronic mail of a “.pdf” format data file of the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to effectiveness of a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time on the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand same Trading Day that the Company prepare and file an additional telephonically confirms effectiveness with the Commission, which date of confirmation shall initially be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 A.M. New York City time on the first Trading Day after the Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b). Failure to so notify the Holders on or before the second Trading Day after such notification or effectiveness or failure to file a final Prospectus as aforesaid shall be deemed an Event under Subsection 2.1(c).

Shelf Registration. On (a) As promptly as possible, and in any event on or prior to the Filing Date, the Company shall prepare and file with the Commission a "“shelf" ” Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. If for any reason (including, without limitation, the Commission’s interpretation of Rule 415) the Commission does not permit all of the Registrable Securities to be included in such Registration Statement, then the Company shall prepare and file with the Commission one or more separate Registration Statements with respect to any such Registrable Securities not included with the initial Registration Statements, as soon as allowed under SEC Regulations and is commercially practicable. The Registration Statement shall be on a Form S-3; in the event Form S-3 (except if is not available for the registration of the resale of Registrable Securities hereunder, the Company is not then eligible shall (i) register the resale of the Registrable Securities on another appropriate form in accordance herewith and (ii) attempt to register for resale the Registrable Securities on Form S-3S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statements then in which case effect until such registration time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto, and to have such comments relayed to the SEC with the consent of the Company, not to be unreasonably withheld. No such written submission shall be on another appropriate formmade to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(e). The , the SEC refuses to alter its position, the Company shall (i) not permit any securities, other than remove from the Registration Statement such portion of the Registrable Securities and (the securities listed on Schedule 2.1(c“Cut Back Shares”) of the Purchase Agreement, to be included in the Registration Statement and and/or (ii) use its best efforts to cause with the Registration Statement consent of the Investor’s counsel, not to be declared effective under unreasonably withheld, agree to such restrictions and limitations on the registration and resale of the Registrable Securities Act as promptly the SEC may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that the Company shall not agree to name any Investor as possible after the filing thereof, but an “underwriter” in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under without the Securities Act prior written consent of such Investor (collectively, the “SEC Restrictions”). The Cut Back Shares shall be allocated among the Investors on a pro rata basis unless the SEC otherwise requires. No liquidated damages shall accrue on or as to any Cut Back Shares until such date time as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant is able, using commercially reasonable efforts, to a written opinion letter, addressed to effect the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, filing of an additional Registration Statement is required with respect to the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Article 4 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, references to the Filing Date shall be deemed to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementRestriction Termination Date.

Shelf Registration. On or prior If at the time the Company registers Registrable Securities under the Securities Act pursuant to the Filing Datethis Section 2, the Company shall prepare and file with the Commission a "shelf" Registration Statement covering all sale or other disposition of such Registrable Securities for an offering to by the Holders may be made on a delayed or continuous basis pursuant to Rule 415. The Registration Statement shall be a registration statement on Form S-3 (except if or any successor form that permits the incorporation by reference of future filings by the Company is not under the Exchange Act), then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration statement, unless otherwise directed by the Requestor, shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, filed as a “shelf” registration statement pursuant to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective Rule 415 under the Securities Act as promptly as possible after (or any successor rule). Any such shelf registration shall cover the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier disposition of (x) the date when all Registrable Securities covered by in one or more underwritten offerings, block transactions, broker transactions, at-market transactions and in such Registration Statement have been sold other manner or (y) the date on which the Registrable Securities manners as may be sold without any restriction pursuant to Rule 144 as determined specified by the counsel to the Company pursuant to a written opinion letterRequestor. Except as provided in Section 5(b) hereof, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best diligent efforts to cause keep such additional Registration Statement to be declared “shelf” registration continuously effective as long as the delivery of a prospectus is required under the Securities Act in connection with the disposition of the Registrable Securities registered thereby and in furtherance of such obligation, shall supplement or amend such registration statement if, as and when required by the Commission as soon as possiblerules, but in no event later than forty (45) days after filingregulations and instructions applicable to the form used by the Company for such registration or by the Securities Act or by any other rules and regulations thereunder applicable to shelf registrations. If at such time Upon their receipt of a certificate signed by the chief executive officer of the Company stating that, in the reasonable opinion judgment of the Purchasers there Company, it is advisable to suspend use of a prospectus included in a registration statement due to pending material developments or other events that have not or yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, in accordance with the procedure set forth in the last paragraph of Section 2(a) hereof, the Holders will not be a sufficient number refrain from making any sales of Registrable Securities under the shelf registration statement for a period of up to 45 Business Days; provided, that this right to cause the Holders to refrain from making sales shall not be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that exercised by the Company prepare and file an additional Registration Statementmore than once in any twelve-month period (counting as a permitted exercise any exercise by the Company of its right to defer the filing or delay its effectiveness of a registration statement under the last paragraph of Section 2(a)).

Shelf Registration. On or prior to 2.1.1 The Company shall, within forty-five (45) calendar days after the Filing Closing Date, the Company shall prepare and file with the Commission a "shelf" Registration Statement covering under the Securities Act to permit the public resale of all Registrable Securities for an offering held by the Holders from time to be made time as permitted by Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration Statement”), on a continuous basis pursuant to Rule 415. The Registration Statement the terms and conditions specified in this Section 2.1.1 and shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the such Shelf Registration Statement to be declared effective under the Securities Act as promptly soon as possible practicable after the filing thereof, but not later than (i) the 90th calendar day following the filing date if the Commission notifies the Company that it will “review” the Shelf Registration Statement) and (ii) the 10th business day after the date the Company is notified (orally or in any event prior writing, whichever is earlier) by the Commission that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Shelf Registration Statement filed with the Effectiveness DateCommission pursuant to this Section 2.1.1 shall be on Form S-1 or, if the Company is eligible to use Form S-3, then on Form S-3 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, and shall contain a Prospectus in such form as to keep permit any Holder to sell such Registration Statement continuously effective Registrable Securities pursuant to Rule 415 under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined successor or similar provision adopted by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If Commission then in effect) at any time and beginning on the effective date for any reason, an additional such Registration Statement. A Registration Statement is required filed pursuant to be filed because at such time this Section 2.1.1 shall provide for the actual number resale pursuant to any method or combination of shares of Common Stock into which the Notes are convertible methods legally available to, and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statementrequested by, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Holders. The Company shall use its best commercially reasonable efforts to cause such additional a Registration Statement filed pursuant to this Section 2.1.1 to remain effective, and to be declared effective supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Commission Holders until all such Registrable Securities have ceased to be Registrable Securities. When effective, a Registration Statement filed pursuant to this Section 2.1.1 (including the documents incorporated therein by reference) will comply as soon as possible, but to form in no event later than forty (45) days after filing. If at such time in the reasonable opinion all material respects with all applicable requirements of the Purchasers there is not or Securities Act and the Exchange Act and will not contain a Misstatement. The Company’s obligations under this Section 2.1.1, shall for the avoidance of doubt, be a sufficient number of Registrable Securities subject to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare Section 2.4 and file an additional Registration StatementSection 3.4.

Shelf Registration. 2.1 On or prior to the Filing Date, the Company shall prepare and use reasonable best efforts to file with the Commission a "shelf" SEC the 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 under the 1933 Act (“Rule 415”). The Subject to SEC comments, such Registration Statement shall contain substantially the “Plan of Distribution” attached hereto as Exhibit B, with such changes as the Company shall reasonably propose, subject to the consent of each Holder, which consent shall not be on Form S-3 unreasonably withheld, conditioned or delayed; provided, however, that no Holder shall be required to be named as an “underwriter” within the meaning of the 1933 Act without such Holder’s express prior written consent, except that a Holder may be named as a “statutory underwriter” if such Holder is, or is affiliated with, a broker-dealer and states such fact in its Selling Stockholder Questionnaire (except as defined below) or if the Company is not then eligible staff of the SEC requires such Holder to register for resale be so named. Subject to the Registrable Securities on Form S-3terms of this Agreement, in which case such registration shall be on another appropriate form). The the Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the Registration Statement filed under this Agreement to be declared effective under the Securities 1933 Act as promptly as possible reasonably practicable after the filing thereof, but in any event prior to no later than the applicable Effectiveness Date, and shall use commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities 1933 Act until such date as is between the earlier of (x) Effectiveness Date and the date when that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144 or (yii) the date on which the Registrable Securities may be sold without any restriction volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letterletter to such effect, addressed and acceptable to the Company's transfer agent to such effect Transfer Agent and the affected Holders (the "EFFECTIVENESS PERIOD"“Effectiveness Period”). If at any time and for any reason, an additional The Company shall notify the Holders via e-mail of the effectiveness of the Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) within two calendar days of the number Company’s telephonic confirmation of shares of Registrable Securities remaining under effectiveness with the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementSEC.

Shelf Registration. On or prior to (a) As soon as possible but no later than the Filing Date, the Company shall use best efforts to prepare and file with the Commission a "shelf" Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415415 (such initial Registration Statement, together with any additional Registration Statements to be filed pursuant to Section 2(b) below, each a “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate formform in accordance herewith). , and shall contain the Plan of Distribution attached hereto as Annex A. The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event prior to event, no later than the Effectiveness Date, and shall use its best efforts to keep such the Mandatory Shelf Registration Statement continuously effective under the Securities Act until such date time as is all of the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have either been publicly sold by the Holders or (y) the date on which the Registrable Securities may be sold by the Holders without any restriction pursuant to Rule 144 as determined under the Securities Act (the “Effectiveness Period”). The Mandatory Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents, or a sale over the Internet) by the counsel to Holders of any and all Registrable Securities. If the Registrable Securities shall be resold by the Holders in an Underwritten Offering, the Company pursuant to may include in an such registration other securities for sale for its own account; provided that if the underwriters for the offering shall determine that marketing factors require a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of limitation in the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective included in such offering, then the securities to be sold by the Commission as soon as possible, but Holders shall be included in no event later than forty (45) days after filing. If at such time in registration before any securities proposed to be sold for the reasonable opinion account of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementCompany.

Shelf Registration. On (a) As promptly as possible, and in any event on or prior to the Filing Date, the Company shall prepare and file with the Commission a "“shelf" ” Registration Statement covering the resale of 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-3, unless Form S-3 (except if is not available for the registration of the resale of Registrable Securities hereunder, in which case the Company is not then eligible shall (i) register the resale of the Registrable Securities on another appropriate form in accordance herewith and (ii) attempt to register for resale the Registrable Securities on Form S-3S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statements then in which case effect until such registration time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. If at any time the staff of the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act or requires any Investor to be named as an “underwriter” (an “SEC Objection”), the Company shall be promptly notify the Investor of such SEC Objection and if the Investor shall request, the Company shall use its commercially reasonable efforts to persuade the staff of the Commission that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on another appropriate formbehalf of the issuer” as defined in Rule 415 and that the Investor is not an “underwriter” (a “Rule 415 Response Effort”). The Investor shall have the right to participate or have its counsel participate in any meetings or discussions with the staff of the Commission regarding such position and to comment or have its counsel comment on any written submission made to the staff of the Commission with respect thereto, and to have such comments relayed to the staff of the Commission with the consent of the Company, not to be unreasonably withheld. No such written submission shall be made to the staff of the Commission to which the Investor’s counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 4.1(a), the staff of the Commission has not altered its position and the Investor provides notice to the Company to cease any further Rule 415 Response Efforts (the “Investor Rule 415 Determination”), the Company shall (i) not permit any securities, other than remove from the Registration Statement such portion of the Registrable Securities and (the securities listed on Schedule 2.1(c“Cut Back Shares”) of the Purchase Agreement, to be included in the Registration Statement and and/or (ii) use its best efforts agree to cause such restrictions and limitations on the Registration Statement registration and resale of the Registrable Securities as the staff of the Commission may require to be declared effective under assure the Securities Act Company’s compliance with the requirements of Rule 415; provided, however, that the Company shall not agree to name any Investor as promptly as possible after the filing thereof, but an “underwriter” in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under without the Securities Act prior written consent of such Investor (collectively, the “SEC Restrictions”). Notwithstanding any other provision of this Agreement to the contrary, no liquidated damages shall accrue pursuant to Section 4.1(d) (i) during the period beginning on the date of an SEC Objection and ending on the date that either the Company receives written notification from the Commission that the Company’s Rule 415 Response Effort has been successful or the Investor provides the Company with an Investor Rule 415 Determination or (ii) on or as to any Cut Back Shares until such date time as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant is able, using commercially reasonable efforts, to a written opinion letter, addressed to effect the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, filing of an additional Registration Statement is required with respect to the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Article 4 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, references to the Filing Date shall be deemed to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) date that is 30 days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementRestriction Termination Date.

Shelf Registration. On As soon as practicable, but in any event on or prior to the Filing Dateearlier of (a) the closing of the transactions contemplated by the Securities Purchase Agreement and (ii) any termination of the Securities Purchase Agreement in accordance with its terms, the Company shall use commercially reasonable efforts to prepare and file a Shelf Registration Statement with the SEC to permit the public resale of all Registrable Securities on the terms and conditions specified in this Section 2.01 (a “Registration Statement”). The Registration Statement filed with the SEC pursuant to this Section 2.01 shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities, covering the Registrable Securities, and shall contain a prospectus in such form as to permit any Selling Holder covered by such Registration Statement to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect) at any time beginning on the Effective Date for such Registration Statement. The Company shall use commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.01 to be declared effective as soon as practicable, but in any event no later than the Effectiveness Deadline, and shall respond as promptly as practicable to any comments received from the SEC or the SEC Staff in connection therewith. A Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Selling Holders, including by way of an Underwritten Offering, if such an election has been made pursuant to Section 2.04 of this Agreement. During the Effectiveness Period, the Company shall use commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.01 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another registration statement is available for the resale of the Registrable Securities until the date on which all Registrable Securities have ceased to be Registrable Securities. The Company shall prepare and file a supplemental listing application with the Commission a "shelf" Registration Statement covering 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-3 NYSE (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case or such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the national securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the 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 Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date exchange on which the Registrable Securities may be sold without any restriction pursuant are then listed and traded) to Rule 144 as determined list the Registrable Securities covered by a Registration Statement and shall use commercially reasonable efforts to have such Registrable Securities approved for listing on the NYSE (or such other national securities exchange on which the Registrable Securities are then listed and traded) by the counsel Effective Date of such Registration Statement, subject only to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD")official notice of issuance. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) Within two Business Days of the number Effective Date of shares of Registrable Securities remaining under the a Registration Statement, the Company shall have twenty notify the Selling Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement (20including the documents incorporated therein by reference) Business Days will comply as to file 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 additional Registration Statement, and in the light of the circumstances under which a statement is made). If the Managing Underwriter of any proposed Underwritten Offering of Registrable Securities (other than an Underwritten Offering of Included Registrable Securities pursuant to Section 2.02) advises the Company shall use its best efforts that the inclusion of all of the Selling Holders’ Registrable Securities that the Selling Holders intend to cause include in such additional Registration Statement Underwritten Offering exceeds the number that can be sold in such Underwritten Offering without being likely to have an adverse effect on the price, timing or distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be declared effective by included in such Underwritten Offering shall include the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities that such Managing Underwriter advises the Company can be sold without having such adverse effect, with such number to be issued upon conversion allocated (i) first, to the Selling Holders, allocated among such Selling Holders pro rata on the basis of the principal amount number of Registrable Securities held by each such Selling Holder or in such other manner as such Selling Holders may agree, and (ii) second, to any other holder of securities of the Notes then outstandingCompany having rights of registration that are neither expressly senior nor subordinated to the Holders in respect of the Registrable Securities. The Company has received the necessary consents, or upon the exercise of the Warrants then outstandingotherwise obtained a waiver, the Purchasers shall be entitled from each applicable holder who has existing rights pursuant to demand that any registration rights agreement with the Company prepare and file an additional Registration Statementthat would otherwise be violated by the rights granted hereunder.

Shelf Registration. On or prior to the Filing Date, the Company shall prepare and file with the Commission a "shelf" Registration Statement covering 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not prepare and file within thirty (30) days of the Issue Date (plus up to an additional thirty (30) days to the extent reasonably necessary to prepare any necessary financial statements of the Company or its predecessors) an initial registration statement under the Securities Act to permit any securities, other than the public resale of Registrable Securities and from time to time as permitted by Rule 415 (or any similar provision adopted by the securities listed on Schedule 2.1(cCommission then in effect) of the Purchase AgreementSecurities Act (a “Registration Statement”) (provided, for the avoidance of doubt, that such Registration Statement may not be filed prior to be included in June 5, 2021) and (ii) use its reasonable best efforts to cause such initial Registration Statement to become effective no later than ninety (90) days from the earlier of (i) the date of filing of the Registration Statement and (ii) the date that is 60 days after the Issue Date (the “Target Effective Date”). The Company will use its reasonable best efforts to cause the such initial Registration Statement filed pursuant to this Section 2.01(a) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act Act, with respect to any Holder, or if such Registration Statement is not available, that another registration statement is available for the resale of the Registrable Securities, in each case until such date as is the earlier earliest to occur of the following: (xA) the date when on which all Registrable Securities covered by such the Registration Statement have been sold or distributed in the manner set forth and as contemplated in such Registration Statement and (yB) the date on which there are no longer any Registrable Securities outstanding (such period, the “Effectiveness Period”). A Registration Statement filed pursuant to this Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Company; provided that, (i) if the Company is then eligible, it shall file such Registration Statement on Form S-3 and (ii) if such Registration Statement is on Form S-1 and the Company later becomes eligible to register the Registrable Securities may be sold for resale on Form S-3 (including without any restriction pursuant to Rule 144 limitation a Form S-3 filed as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the automatic shelf Registration Statement), the Company shall have twenty (20) Business Days to file amend such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to a Registration Statement on Form S-3 or file a Registration Statement on Form S-3 in substitution of such Registration Statement as initially filed. The Company shall be declared effective by entitled to take into account of the position of the staff of the Commission as soon as possible, but in no event later than forty (45the “Staff”) days after filing. If at such time in with respect to the reasonable opinion of the Purchasers there is not or will not be a sufficient character and maximum number of Registrable Securities to which may be issued upon conversion of registered on the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statement.

Shelf Registration. On or prior to As soon as practicable following receipt of a written request from the Filing DateHolders of a majority of the Registrable Securities, the Company Partnership shall prepare and file with the Commission a "shelf" Registration Statement covering 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such initial registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective statement under the Securities Act to permit the public resale of Registrable Securities then outstanding from time to time as promptly as possible permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Registration Statement”); provided, however, that if the Partnership is then eligible, it shall file such initial registration statement on Form S-3. If the Partnership is not a WKSI, the Partnership shall use its commercially reasonable efforts to cause such initial Registration Statement to become effective no later than 180 days after the date of filing thereof, but in any event prior to the Effectiveness Date, and to keep of such Registration Statement (the “Filing Date”). The Partnership will use its commercially reasonable efforts to cause such initial Registration Statement filed pursuant to this Section 2.l(a) to be continuously effective under the Securities Act until such date as is the earlier earliest to occur of the following: (xi) the date when all Registrable Securities covered by such the Registration Statement have been sold distributed in the manner set forth and as contemplated in such Registration Statement, (ii) there are no longer any Registrable Securities outstanding and (iii) two years from the Effective Date of such Registration Statement (in each case of clause (i), (ii) or (iii), the “Effectiveness Period”). In addition, as soon as practicable following receipt of written notice from the Holders of a majority of the Registrable Securities requesting the filing of an additional Registration Statement (which notice may not be given any earlier than 60 days prior to the second anniversary of the Effective Date of the initial or any additional Registration Statement filed pursuant to this Section 2.1(a)), the Partnership shall use its commercially reasonable efforts to prepare and file each such additional Registration Statement under the Securities Act covering the Registrable Securities; provided, however, that (x) the Partnership shall have no obligation to prepare and file more than four Registration Statements (excluding any Registration Statement under which any Selling Holders are prohibited from selling their Registrable Securities as a result of a suspension in excess of the periods permitted by Section 2.1(d)(1)) during the period beginning on the date hereof and ending on the seventh anniversary of the date hereof and (y) the date on which Partnership shall have no obligation to prepare and file any Registration Statements from and after the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) seventh anniversary of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company date hereof. The Partnership shall use its best commercially reasonable efforts to cause any such additional Registration Statement to become effective no later than 180 days after the Filing Date. The Partnership will use its commercially reasonable efforts to cause any such additional Registration Statement filed pursuant to this Section 2.1(a) to be declared continuously effective by under the Securities Act for the applicable Effectiveness Period. A Registration Statement filed pursuant to this Section 2.l(a) shall be on such appropriate registration form of the Commission as shall be selected by the Partnership. 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 possiblepracticable following the date that a Registration Statement becomes effective, but in no any event later than forty within three (453) days after filing. If at Business Days of such time in date, the reasonable opinion Partnership shall provide the Holders with written notice of the Purchasers there is not or will not be effectiveness of a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statement.

Shelf Registration. On or prior (a) Subject to Section 1.2 and except as otherwise contemplated in Section 2.12, at any time following the Filing Date, expiration of the Company shall prepare and file with the Commission Restricted Period when a "shelf" Registration Statement covering all registering Registrable Securities for resale is not then effective (subject to any applicable Suspension Period), upon Investor’s written request and subject to Investor’s compliance with Section 2.10, Issuer will use its reasonable best efforts to register, under the Securities Act on Form S-3 (or, if Form S-3 is not then available to the Issuer, such other form that is so available) for an offering to be made on a delayed or continuous basis pursuant to Rule 415415 promulgated under the Securities Act (a “Shelf Registration”), the offer and sale of all or a portion of the Registrable Securities. If the Issuer then meets or is deemed to meet the eligibility requirements to file an “automatic shelf registration statement” (as defined in Rule 405 promulgated under the Securities Act) (“ASRS”) set forth in General Instruction I.D. to Form S-3, the Issuer will cause the Shelf Registration to be an ASRS. The “Plan of Distribution” section of such Shelf Registration Statement shall be on Form S-3 will permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering and any dispositions effected in connection with Hedging Transactions, Stock Lending Transactions or Permitted Pledges. With respect to each Shelf Registration requested in compliance with this Section 2.1, Issuer will, subject to any Suspension Period, (except if i) as promptly as practicable after Investor’s written request (and in the Company is not then eligible to register for resale the Registrable Securities case of a Shelf Registration on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, no event other than as a result of a Suspension Period, later than twenty (20) Business Days following the Registrable Securities receipt of such request, and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the case of a Shelf Registration on Form S-1, in no event other than as a result of a Suspension Period, later than forty (40) Business Days following the receipt of such request), file a Registration Statement and (ii) use its reasonable best efforts to cause the such 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 Effectiveness Datepracticable, and to keep such Registration Statement continuously remain effective under the Securities Act until such date time as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes there are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of no Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, for offer and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statementsale thereunder.

Shelf Registration. On or prior to (a) As promptly as possible after the Filing DateConversion Date as defined in Section 3(b) of the Note, the Company shall prepare and file with the Commission a "“shelf" ” Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. If for any reason (including, without limitation, the Commission’s interpretation of Rule 415) the Commission does not permit all of the Registrable Securities to be included in such Registration Statement, then the Company shall prepare and file with the Commission one or more separate Registration Statements with respect to any such Registrable Securities not included with the initial Registration Statements, as soon as allowed under SEC Regulations and is commercially practicable. The Registration Statement shall be on a Form S-3; in the event Form S-3 (except if is not available for the registration of the resale of Registrable Securities hereunder, the Company is not then eligible shall (i) register the resale of the Registrable Securities on another appropriate form in accordance herewith and (ii) attempt to register for resale the Registrable Securities on Form S-3S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statements then in which case effect until such registration time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires the Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that the Investor is not an “underwriter”. The Investor shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have her counsel comment on any written submission made to the SEC with respect thereto, and to have such comments relayed to the SEC with the consent of the Company, not to be unreasonably withheld. No such written submission shall be on another appropriate formmade to the SEC to which the Investor’s counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(e). The , the SEC refuses to alter its position, the Company shall (i) not permit any securities, other than remove from the Registration Statement such portion of the Registrable Securities and (the securities listed on Schedule 2.1(c“Cut Back Shares”) of the Purchase Agreement, to be included in the Registration Statement and and/or (ii) use its best efforts to cause with the Registration Statement consent of the Investor’s counsel, not to be declared effective under unreasonably withheld, agree to such restrictions and limitations on the registration and resale of the Registrable Securities Act as promptly the SEC may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that the Company shall not agree to name the Investor as possible after the filing thereof, but an “underwriter” in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under without the Securities Act prior written consent of the Investor (collectively, the “SEC Restrictions”). No liquidated damages shall accrue on or as to any Cut Back Shares until such date time as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant is able, using commercially reasonable efforts, to a written opinion letter, addressed to effect the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, filing of an additional Registration Statement is required with respect to the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Agreement (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, references to the Filing Date shall be deemed to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementRestriction Termination Date.

Shelf Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission a "shelf" “Shelf” Registration Statement covering all the resale of 100% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415, provided that if 100% of the Registrable Securities not previously registered hereunder shall equal or exceed 49% of the issued and outstanding shares of Common Stock on the actual filing date of a Registration Statement (such amount, the “Registration Cap”), such Registration Statement shall register a number of shares of Common Stock which is equal to the Registration Cap, and the remaining unregistered Registrable Securities shall be subject to Section 3(c) until all Registrable Securities are registered; provided, however, that, as a reasonable response to comments on Rule 415 from the Commission and upon 10 days’ prior written notice to each Holder, the Company may reduce the Registration Cap to any percentage of the issued and outstanding shares of Common Stock between 33.0% and 48.9%; provided, further, that, upon the written request of Holders of at least 50.1% in interest of the then unregistered Registrable Securities, the Company shall use best efforts to register an amount of Registrable Securities in excess of the then Registration Cap in any Registration Statement, as indicated in such request. In the event that less than 100% of the Registrable Securities are included on a Registration Statement, the number of Registrable Securities to be registered for each Holder shall be reduced pro-rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from the initial Registration Statement. The Registration Statement shall be on Form S-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3SB-2, in which case such registration shall be on another appropriate form). The form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best good faith commercially reasonable efforts to cause the 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 good faith commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold sold, or (y) the date on which the Registrable Securities may be sold without any restriction volume restrictions pursuant to Rule 144 144(k), as determined by the counsel to the Company pursuant to a written opinion letterletter to such effect, addressed and acceptable to the Company's ’s transfer agent to such effect and the affected Holders (the "EFFECTIVENESS PERIOD"“Effectiveness Period”). If at any time and for any reason, an additional The Company shall telephonically request effectiveness of a Registration Statement is required to be filed because at such time as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) Holders via facsimile or electronic mail of the number effectiveness of shares a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of Registrable Securities remaining under the a Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Company shall have twenty Trading Day after the Effective Date (20) Business Days to as defined in the Purchase Agreement), file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by a final Prospectus with the Commission as soon required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification or effectiveness or failure to file a final Prospectus as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers aforesaid shall be entitled to demand that the Company prepare and file deemed an additional Registration StatementEvent under Section 2(b).

Shelf Registration. On or prior to the Filing Date, the Company The Issuer shall prepare and file cause to be filed with the Commission a "shelf" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis or before 120 days from the Closing Date pursuant to Rule 415. The 415 under the Securities Act a Registration Statement shall be on Form S-3 (except if the Company is not then eligible appropriate form relating to register for resale resales of Transfer Restricted Securities by the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form)Holders thereof. The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the Registration Statement to be declared effective by the Commission on or before 150 days after the Closing Date. To the extent necessary to ensure that the Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 3(a), the Issuer shall use its reasonable best efforts to keep any Registration Statement required by this Section 3(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 4(a) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, until the earlier of (i) two years following the first date as of which no Warrants remain outstanding and (ii) if all of the Warrants expire unexercised, the expiration of the Warrants; provided that such obligation shall expire before such date if the Issuer delivers to the Warrant Agent a written opinion of counsel to the Issuer (which opinion of counsel shall be satisfactory to the Issuer) that all Holders (other than Affiliates of the Issuer) of Warrants and Warrant Shares may resell the Warrants and the Warrant Shares without registration under the Securities Act and without restriction as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Datemanner, timing or volume of any such sale and instruct the Warrant Agent to remove the Private Placement Legend from all Warrants and Warrant shares; and provided, further, that notwithstanding the foregoing, any Affiliate of the Issuer may, with notice to the Issuer, require the Issuer to keep such the Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered for resales by such Registration Statement have been sold Affiliate for so long as such Affiliate holds Warrants or (y) Warrant Shares, including as a result of any market-making activities or other trading activities of such Affiliate. Notwithstanding the date on which foregoing, the Registrable Securities may Issuer shall not be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under amend or supplement the Registration Statement, any related prospectus or any document incorporated therein by reference, for a period (a "Black Out Period") not to exceed, for so long as this Agreement is in effect, an aggregate of 60 days in any calendar year, in the Company shall have twenty event that (20i) Business Days to file such additional an event occurs and is continuing as a result of which the Registration Statement, any related prospectus or any document incorporated therein by reference as then amended or supplemented would, in the Issuer's good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii)(A) the Company shall use Issuer determines in its best efforts to cause good faith judgment that the disclosure of such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in would have a material adverse effect on the reasonable opinion business, operations or prospects of the Purchasers there is Issuer or (B) the disclosure otherwise relates to a material business transaction which has not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers yet been publicly disclosed; provided that such Black Out Period shall be entitled extended for any period, not to demand that exceed an aggregate of 30 days in any calendar year, during which the Company prepare and file an additional Commission is reviewing any proposed amendment or supplement to the Registration Statement, any related prospectus or any document incorporated therein by reference which has been filed by the Issuer; and provided, further, that no Black Out Period may be in effect during the three months prior to the Expiration Date.

Shelf Registration. On If at the time the Company registers Registrable Securities under the Securities Act pursuant to this Section 2, the sale or prior other disposition of such Registrable Securities by the Holders may be made on a delayed or continuous basis pursuant to a registration statement on Form S-3 (or any successor form that permits the Filing Dateincorporation by reference of future filings by the Company under the Exchange Act), or if Form S-3 is not available for use by the Company, Form S-1 (or any successor form that permits the incorporation by reference of future filings by the Company under the Exchange Act), then such registration statement, unless otherwise directed by the Requestor, shall be filed as a “shelf” registration statement pursuant to Rule 415 under the Securities Act (or any successor rule). Any such shelf registration shall cover the disposition of all Registrable Securities in one or more underwritten offerings, block transactions, broker transactions, at-market transactions and in such other manner or manners as may be specified by the Requestor. Except as provided in Section 5(b) hereof, the Company shall prepare and file with the Commission a "shelf" Registration Statement covering use 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause keep such “shelf” registration continuously effective as long as the Registration Statement to be declared effective delivery of a prospectus is required under the Securities Act in connection with the disposition of the Registrable Securities registered thereby and in furtherance of such obligation, shall supplement or amend such registration statement if, as promptly as possible after and when required by the filing thereofrules, but in any event prior regulations and instructions applicable to the Effectiveness Date, and to keep form used by the Company for such Registration Statement continuously effective under registration or by the Securities Act until such date or by any other rules and regulations thereunder applicable to shelf registrations. Upon their receipt of a certificate signed by the chief executive officer of the Company stating that, in the judgment of the Company, it is advisable to suspend use of a prospectus included in a registration statement due to pending material developments or other events that have not yet been publicly disclosed and as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on to which the Registrable Securities may Company believes public disclosure would be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed detrimental to the Company's transfer agent to such effect (, in accordance with the "EFFECTIVENESS PERIOD"). If at procedure set forth in the last paragraph of Section 2(a) hereof, the Holders will refrain from making any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares sales of Registrable Securities remaining under the Registration Statementshelf registration statement for a period of up to 45 calendar days; provided, that this right to cause the Holders to refrain from making sales shall not be exercised by the Company shall have twenty more than twice in any twelve-month period (20) Business Days to file such additional Registration Statement, and counting as a permitted exercise any exercise by the Company shall use of its best efforts right to cause such additional Registration Statement to be declared effective by defer the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in filing or delay its effectiveness of a registration statement under the reasonable opinion last paragraph of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementSection 2(a)).

Shelf Registration. On In the event that (i) the Company is not permitted to effect the Exchange Offer because of any change in law or prior in currently prevailing interpretations of the staff of the SEC, (ii) the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date, or (iii) (1) any Initial Purchaser is not permitted, in the reasonable opinion of Winthrop, Stimson, Xxxxxx & Xxxxxxx, pursuant to applicable law or applicable interpretations of the Filing staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws, (2) such Initial Purchaser requests registration of Registrable Securities held by such Initial Purchaser and (3) such Initial Purchaser's request is made no later than the later of (A) the date of filing of the Exchange Offer Registration Statement and (B) 120 days following the Issue Date (any of the events specified in (i) - (iii) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), the Company shall prepare promptly deliver to the Holders and the Trustee written notice thereof and, at its cost, file as promptly as practicable after such Shelf Registration Event Date, and, in any event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 90 days after the Closing Date) a Shelf Registration Statement providing for the sale by the holders of all of the Registrable Securities, and shall use its reasonable best efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable; provided, however that if the Shelf Registration Event is pursuant to clause (iii), the Company may register such Registrable Securities together with the Commission Exchange Offer Registration Statement, filed pursuant to Section 2(a), and the requirements as to timing applicable thereto. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company in writing, within 15 days after receipt of a "shelf" request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement covering or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees promptly to furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for the Rule 144(k) Period (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of the securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form"Effectiveness Period"). The Company shall (i) not permit any securities, securities other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Shelf Registration. The Company will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement and (ii) use its best efforts notify each such Holder when the Shelf Registration has become effective. The Company further agrees, if necessary, to cause supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement to be declared effective under or by the Securities Act as promptly as possible after the filing thereof, but in or by any event prior to the Effectiveness Date, other rules and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and regulations thereunder for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statementshelf registrations, and the Company shall use its best efforts agrees to cause such additional Registration Statement furnish to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number Holders of Registrable Securities to be issued upon conversion copies of any such supplement or amendment promptly after its being used or filed with the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementSEC.

Shelf Registration. On (a) Subject to any objection as contemplated by Section 3(a) hereof, on or prior to the each Filing Date, the Company shall prepare and file with the Commission a "shelf" Registration Statement covering all the resale of Registrable Securities in an amount equal to all of the outstanding Registrable Securities, or if less than all, such maximum number of the Registrable Securities as may be registered by the Company on a Registration Statement on Form S-3 (“Form S-3”) pursuant to the instructions for Form S-3 and as provided by SEC Guidance on the Filing Date, which Registrable Securities are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form)form in accordance herewith) and shall contain a plan of distribution in a form reasonably acceptable to the Holders. The Subject to the terms of this Agreement, the Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the 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 such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold sold, or (y) the date on which the Registrable Securities may be sold without any restriction volume or manner-of-sale restrictions pursuant to Rule 144 144, as determined by the counsel to the Company pursuant to a written opinion letterletter to such effect, addressed and acceptable to the Company's transfer agent to such effect Transfer Agent and the affected Holders (the "EFFECTIVENESS PERIOD"“Effectiveness Period”). If at any time and for any reason, an additional The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement is required to on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be filed because at the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the actual number second Trading Day after the effective date of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the such Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by a final Prospectus with the Commission as soon as possiblerequired by Rule 424. Notwithstanding any other provision of this Agreement, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion if any SEC Guidance sets forth a limitation of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstandingregistered on a particular Registration Statement filed pursuant to this Section 2, the Purchasers shall number of Registrable Securities to be entitled to demand that registered on such Registration Statement will be reduced on a pro rata basis based on the Company prepare and file an additional Registration Statementtotal number of Registrable Securities then held by the Holders.

Shelf Registration. On or If requested by the Investor prior to the Filing Datesecond anniversary of the closing of the Rights Offering, but subject to the Transfer restrictions set forth in Section 4.2, the Company shall prepare will use its commercially reasonable efforts to qualify for registration on and file with the Commission to file, a "shelf" registration statement on Form S-3 or any comparable or successor form or forms or any similar short-form registration (“Short-Form Registration Statement”), and such Short-Form Registration Statement covering all Registrable Securities will be a “shelf” registration statement providing for an offering to be made the registration, and the sale on a continuous basis or delayed basis, of the Registrable Securities pursuant to Rule 415415 from and after the second anniversary of the closing of the Rights Offering. The Registration Statement In no event shall be on Form S-3 (except if the Company is not then eligible be obligated to register for resale effect any shelf other than pursuant to a Short-Form Registration Statement. Upon filing a Short-Form Registration Statement, the Registrable Securities on Form S-3Company will, in which case such registration shall be on another appropriate form). The Company shall if applicable, use its commercially reasonable efforts to (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the such Short-Form 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 Effectiveness Dateeffective, and to (ii) keep such Short-Form Registration Statement continuously effective under with the Securities Act until such date as is the earlier of (x) the date when SEC at all Registrable Securities covered by such times. Any Short-Form Registration Statement have been sold or (y) the date on which the Registrable Securities may shall be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be re-filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statementupon its expiration, and the Company shall cooperate in any shelf take-down by amending or supplementing the prospectus statement related to such Short-Form Registration Statement as may be reasonably requested by a Holder or as otherwise required, until the Holders who would require such registration to effect a sale of the Registrable Securities no longer hold the Registrable Securities so registered; provided that no Holder may be permitted to sell under such “shelf” registration statement during such times as the trading window is not open for Company senior management in accordance with the Company’s policies. The Company will pay all Registration Expenses incurred in connection with any Short-Form Registration Statement. The Company shall use its best commercially reasonable efforts to cause take such additional Registration Statement actions as are under its control to be declared effective by become a well-known seasoned issuer (as defined in Rule 405 under the Commission Securities Act) (and not become an ineligible issuer (as soon as possible, but defined in no event later than forty (45) days after filing. If at such time in Rule 405 under the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementAct)).

Shelf Registration. On or prior to (a) At any time after the Filing Datefirst anniversary of the First Public Offering, the Company shall prepare and file with the Commission a "shelf" Registration Statement covering 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-3 (except if the Company is not then eligible to register for resale use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 20% of the Registrable Securities on Form S-3, in which case such registration (the requesting Shareholder(s) shall be on another appropriate formreferred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least two Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (i) not such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities, securities other than the Registrable Securities and (including for the securities listed on Schedule 2.1(cbenefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Purchase Agreement, Company’s obligation to be included effect no more than six Demand Registrations in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act aggregate as promptly as possible after the filing thereof, but set forth in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"Section 2.01(a). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statement.

Shelf Registration. On or prior New Section 2.6 shall be added to Article 2 of the Filing DateRegistration Rights Agreement, as follows: If the Company shall prepare and file with the Commission Corporation files a "shelf" Shelf Registration Statement covering 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-3 (except if F-3 or Form F-10 for the Company is not then eligible to register for resale benefit of the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not permit holders of any securities, of its securities other than the Holders, and the Holders do not request that their Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in such Shelf Registration Statement, the Corporation agrees that, at the request of BPEA, TELUS, the Sponsor Investor, the Management Investors or Pxxxxx, it will include in such Shelf Registration Statement and (ii) use its best efforts to cause the Registration Statement to such disclosures as may be declared effective required by Rule 430B promulgated under the Securities Act in order to ensure that such requesting Holders, as promptly as possible after applicable, may be added to such Shelf Registration Statement at a later time through the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously of a prospectus supplement rather than a post-effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD")amendment. If at any time and for any reason, an additional Registration Statement is required to be the Corporation has filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the a Shelf Registration Statement, the Company shall have twenty Corporation shall, at the request of BPEA, TELUS, the Sponsor Investor, the Management Investors or Pxxxxx, file any post-effective amendments or prospectus supplements necessary to include therein all disclosure necessary to permit the Holders to be added to such Shelf Registration Statement as selling shareholders thereunder. The Corporation will, at the request of BPEA, TELUS, the Sponsor Investor, the Management Investors or Pxxxxx, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Corporation to permit Holders entitled thereunder to use the Shelf Registration Statement. The Corporation will use its commercially reasonable efforts to (20i) Business Days remain a well-known seasoned issuer (a “WKSI”), as defined in Rule 405 under the Securities Act, and not become an ineligible issuer (as defined in Rule 405 under the Securities Act) or (ii) meet the general eligibility requirements for use of Form F-10 under the Securities Act, and to comply with General Instruction II.L to Form F-10 under the Securities Act, in each case while any Registrable Securities remain unsold. The Corporation will use commercially reasonable efforts to meet the eligibility requirements to file such additional Registration Statement, and a Canadian Shelf Prospectus. If the Company shall use its best efforts to cause such additional Corporation does not pay the filing fee covering the Registrable Securities at the time a Shelf Registration Statement to be declared effective by is filed, the Commission as soon as possible, but in no event later than forty (45) days after filing. If Corporation shall pay such fee at such time in or times as the reasonable opinion Registrable Securities are to be sold. Upon the expiration of the Purchasers there Automatic Shelf Registration Statement or any other Shelf Registration Statement filed pursuant to this Agreement, the Corporation shall refile a new Automatic Shelf Registration Statement or Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Corporation is required to re-evaluate its WKSI status the Corporation determines that it is not a WKSI, use its commercially reasonable efforts to refile the Automatic Shelf Registration Statement or will not be a sufficient number any other Shelf Registration Statement filed pursuant to this Agreement on Form F-3 or F-10, and, if neither of such forms is available, on Form F-1, and keep such registration statement effective while any Registrable Securities to be issued upon conversion remain unsold. Upon the expiration of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstandingany Canadian Shelf Prospectus, the Purchasers Corporation shall be entitled to demand that the Company prepare and file an additional Registration Statementrefile a new Canadian Shelf Prospectus qualifying distributions by, among others, selling securityholders.

Shelf Registration. On The Company shall file within forty-five (45) days of Closing, and use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter and no later than the earlier of (x) the 90th calendar day (or 120th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the filing date and (y) the tenth (10th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review , a Registration Statement for a shelf registration statement under Rule 415 of the Securities Act on Form S-1 (the “Form S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a shelf registration statement under Rule 415 of the Securities Act on Form S-3 (the “Form S-3 Shelf” and together with the Form S-1 Shelf, each a “Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis. Such Shelf shall provide for the Filing Dateresale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain the Company Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a "shelf" Registration Statement covering Shelf continuously effective and available for use to permit all Holders named therein to sell their Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if included therein and in compliance with the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) provisions of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the 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 Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date time as is there are no longer any Registrable Securities, subject in each case to the earlier provisions of (x) this Agreement that permit the date when all Registrable Securities covered by such Company to suspend the use of the Registration Statement have been sold or (y) in the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel circumstances, and subject to the Company pursuant to a written opinion letterterms and conditions, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD")set forth in those provisions. If If, at any time the Company shall have qualified for the use of a Form S-3 Shelf or any other form which permits incorporation of substantial information by reference to other documents filed by the Company with the Commission and for any reason, an additional Registration Statement is required to be filed because at such time the actual number Company has an outstanding Form S-1 Shelf, then the Company shall, as soon as reasonably practical, convert such outstanding Form S-1 Shelf into a Form S-3 Shelf. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, such Holder or Holders shall not have rights to make a Demand Registration with respect to subsection 2.1.1. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, and such Holder or Holders qualify as Demanding Holders pursuant to subsection 2.1.1 and wish to request an Underwritten Offering from such Shelf (a “Shelf Underwriting Request”), such Underwritten Offering shall follow the procedures of shares subsection 2.1, (including subsection 2.1.3 and subsection 2.1.4) but such Underwritten Offering (including, for purposes of Common Stock into which clarity, any Underwritten Block Trade) shall be made from the Notes are convertible Shelf and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of shall count against the number of shares Demand Registrations that may be made pursuant to subsection 2.1.1; provided that, in the event that the Underwritten Offering is being made from a Form S-3 Shelf, (i) the period of time for the Company to notify all other Holders of Registrable Securities remaining under of the Company’s receipt of the applicable Demand Registration Statement, the Company shall have twenty be reduced from ten (2010) days (as set forth in subsection 2.1.1) to two (2) Business Days and (ii) the period of time that the Holders have to file respond to such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers notice shall be entitled reduced from five (5) Business Days (as set forth in subsection 2.1.1) to demand that the Company prepare and file an additional Registration Statement.three (3)

Shelf Registration. On or prior to the Filing Date, the The Company shall prepare file as promptly as practicable (but no later than thirty (30) days after the date of this Agreement), and file with the Commission a "shelf" Registration Statement covering all shall thereafter use its reasonable best efforts to make and keep effective (including by renewing or refiling upon expiration) until such time that there are no longer any Registrable Securities for an offering outstanding, a shelf registration statement permitting the resale from time to be made time on a delayed or continuous basis pursuant to Rule 415. The Registration Statement 415 of the Securities Act (or any successor rule thereto) by Subscriber and its Affiliates of the Registrable Securities, which registration statement shall be filed on (a) Form F-3 or Form S-3, as applicable, or any similar short-form registration statement that may be available at such time, if the Company is then eligible to register a secondary offering on such form (“F-3/S-3 Eligible”), or (except b) Form F-1 or Form S-1, as applicable, or any similar long-form registration statement that may be available at such time, if the Company is not then eligible to register S-3 Eligible. The resale shelf registration statement required by this Section 4.01 shall remain effective as long as any of the Ordinary Shares registered thereon remain Registrable Securities. Once such shelf registration statement has become effective, if the Company is F-3/S-3 Eligible, the Company shall, as promptly as reasonably practicable following the written request of Subscriber for resale the a firm commitment underwritten offering of Registrable Securities on Form S-3(an “Underwritten Offering”) pursuant to such shelf registration statement with anticipated aggregate gross proceeds of at least $10 million (a “Takedown Request”), in which case file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective statement filed under Rule 424 promulgated under the Securities Act with respect to such Underwritten Offering. Subscriber agrees to provide the Company with such information in connection with a Takedown Request as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined reasonably requested by the counsel Company to the Company pursuant facilitate such Takedown Request. A Takedown Request may include a request to consummate a written opinion letterblock trade, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstandingbought deal, or upon the exercise of the Warrants then outstandingovernight transaction, the Purchasers shall be entitled in addition to demand that the Company prepare and file an additional Registration StatementUnderwritten Offering.

Shelf Registration. On or prior to the Filing Date, the Company shall prepare and file with the Commission a "shelf" Registration Statement covering 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-3 If (except if i) the Company is not then required to file an Exchange Offer Registration Statement with respect to the Exchange Bonds because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with) or (ii) any Holder of Transfer Restricted Securities shall notify the Company within 20 Business Days following the Consummation of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Bonds acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, the Company shall, if, and when, the Company is eligible to register for resale the Registrable Securities on use Act Form S-3, in (x) cause to be filed on or prior to 180 days after the date on which case such registration shall be on another appropriate form). The the Company shall determines that it is not required to file the Exchange Offer Registration Statement pursuant to clause (i) not permit any securities, other than above or 180 days after the Registrable Securities and date on which the securities listed on Schedule 2.1(cCompany receives the notice specified in clause (ii) of above a shelf registration statement pursuant to Rule 415 under the Purchase Agreement, Act (which may be an amendment to be included in the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement")), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (iiy) use its best efforts to cause the such Shelf Registration Statement to be declared become effective under the Securities Act as promptly as possible after the filing thereof, but in any event on or prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) 270 days after the date on which the Registrable Securities may be sold without any restriction pursuant Company becomes obligated to Rule 144 as determined by the counsel to file such Shelf Registration Statement. If, after the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, has filed an additional Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) hereof, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be filed because at such time permitted under applicable federal law, then the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) filing of the number Exchange Offer Registration Statement shall be deemed to satisfy the requirements of shares of Registrable Securities remaining under the Registration Statement, the Company clause (x) above. Such an event shall have twenty no effect on the requirements of clause (20y) Business Days to file such additional Registration Statement, and the above. The Company shall use its reasonable best efforts to cause such additional keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to be declared effective the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as soon announced from time to time, for a period of at least two years (as possible, but in no event later than forty (45extended pursuant to Section 6(c)(i) days after filing. If at hereof) following the date on which such time in Shelf Registration Statement first becomes effective under the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementAct.

Shelf Registration. On or prior to 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30) days after the Filing Closing Date, the Company shall prepare and file with the Commission a "shelf" Registration Statement covering under the Securities Act to permit the public resale of 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on Form S-3, the terms and conditions specified in which case such registration this subsection 2.1.1 and shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the such Registration Statement to be declared effective under the Securities Act as promptly soon as possible practicable after the filing thereof, but in any no event prior later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on Form S-3 or, if Form S-3 is not then available to the Effectiveness DateCompany, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to keep permit any Holder to sell such Registration Statement continuously effective Registrable Securities pursuant to Rule 415 under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined successor or similar provision adopted by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If Commission then in effect) at any time and beginning on the effective date for any reason, an additional such Registration Statement. A Registration Statement is required filed pursuant to be filed because at such time this subsection 2.1.1 shall provide for the actual number resale pursuant to any method or combination of shares of Common Stock into which the Notes are convertible methods legally available to, and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statementrequested by, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Holders. The Company shall use its best efforts to cause such additional a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be declared effective supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Commission as Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as possiblepracticable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in no any event later than forty within one (451) days after filingbusiness day of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. If at such time When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 reasonable opinion case of any Prospectus contained in such Registration Statement, in the light of the Purchasers there circumstances under which such statement is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statementmade).

Shelf Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission a "shelf" “Shelf” Registration Statement covering all the resale of 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415; provided, however, if the number of Registrable Securities shall equal or exceed 50% of the issued and outstanding Common Stock on the actual filing date of the initial Registration Statement (or any amendment thereto), then the initial Registration Statement shall register a number of shares which shall be 10,000 shares less than the number of shares which is 50% of the number of shares of Common Stock outstanding on such actual filing date, and the remaining Registrable Securities shall be subject to Section 3(c)(ii). In such event, the number of shares to be registered for each Holder shall be reduced pro-rata among all Holders. Each Holder shall have the right to designate which of its Registrable Securities shall be eliminated from such initial Registration Statement. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the 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 best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold sold, or (y) the date on which the Registrable Securities may be sold without any restriction volume restrictions pursuant to Rule 144 144(k), as determined by the counsel to the Company pursuant to a written opinion letterletter to such effect, addressed and acceptable to the Company's ’s transfer agent to such effect and the affected Holders (the "EFFECTIVENESS PERIOD"“Effectiveness Period”). If at any time and for any reason, an additional The Company shall telephonically request effectiveness of a Registration Statement is required to be filed because at such as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) Holders via facsimile of the number effectiveness of shares a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of Registrable Securities remaining under the a Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Company shall have twenty Trading Day after the Effective Date (20) Business Days to as defined in the Purchase Agreement), file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by a final Prospectus with the Commission as soon required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers foresaid shall be entitled to demand that the Company prepare and file deemed an additional Registration StatementEvent under Section 2(b).

Shelf Registration. (a) On or after the date on which the Company has filed its annual report for the year ending December 31, 2019 on Form 10-K (the “10-K”) with the SEC and, upon the written request of the Holder, the Company shall (i) prepare and file (A) with the SEC a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto that covers all Registrable Securities then outstanding (a “Shelf Registration”); provided, however, that, prior to January 1, 2020, upon the Filing Datewritten request of the Holder (which request shall be received no later than November 1, 2019), the Company shall prepare and file with the Commission SEC a "shelf" Registration Statement covering all Registrable Securities on the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective 415 under the Securities Act as promptly as possible after the filing thereof, but in or any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when successor rule thereto that covers all Registrable Securities covered by such Registration Statement have been sold then outstanding; provided, further, that, on or (y) after the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by 10-K is filed with the counsel to SEC, upon the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) request of the number of shares of Registrable Securities remaining under the Registration StatementHolder, the Company shall have twenty (20) Business Days to file replace any such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement with a Shelf Registration and (B) with the Canadian Securities Regulators a preliminary and final Base Shelf Prospectus to facilitate a secondary offering in one or more of the Qualifying Provinces of all Registrable Securities then outstanding, (ii) amend an existing registration statement so that it is usable for Shelf Registration and an offering on a delayed or continuous basis of Registrable Securities, or (iii) file a prospectus supplement that shall be deemed to be declared effective by a part of an existing registration statement in accordance with Rule 430B under the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there Securities Act that is not usable for Shelf Registration and an offering on a delayed or will not be a sufficient number continuous basis of Registrable Securities to be issued upon conversion of (as applicable, a “Shelf Registration Statement”). If permitted under the principal amount of the Notes then outstandingSecurities Act, or upon the exercise of the Warrants then outstanding, the Purchasers such Shelf Registration Statement shall be entitled to demand that an “automatic shelf registration statement” as defined in Rule 405 under the Company prepare and file an additional Registration StatementSecurities Act.

Shelf Registration. On or prior after the 90th day on which the Company becomes eligible to effect a Registration Statement on Form S-3 (or any successor form), and provided that two Demands provided for in Section 1(c) hereof have not previously been made, within (60) days after receipt by the Filing DateCompany of a written request by an Initiating Holder or Holders of not less than ten percent (10%) of the common stock comprising the Registrable Securities, the Company shall prepare and file with the Commission SEC a "shelf" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415415 of the Securities Act (a "Shelf Registration"), registering the resale from time to time by the holders of all of the Registrable Securities (the "Initial Shelf Registration"). Such request shall constitute a Demand Registration request for the purposes of Section 1(c) hereof. The Registration Statement for any Shelf Registration shall be on Form S-3 (except if or another available form permitting registration of such Registrable Securities for resale by such holders in the manner or manners designated by them. Subject to the provisions of Section 1(d)(ii) and 2(b) hereof, the Company is not then eligible to register for resale shall keep the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Shelf Registration Statement and (ii) use its best efforts to cause the 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 Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is for a period ending on the earlier of (xi) the date when all Registrable Securities covered that is the two-year anniversary of the date upon which such registration statement is declared effective by such Registration Statement have been sold or the Commission, (yii) the date on such Registrable Securities have been disposed of pursuant to an effective registration statement, (iii) the date such Registrable Securities have been disposed of (A) pursuant to and in accordance with Rule 144 (or any similar provision then in force), or (B) pursuant to another exemption from the registration requirements of the Securities Act pursuant to which the Registrable Securities are thereafter freely transferable without restriction under the Securities Act, (iv) the date such Registrable Securities may be sold without any restriction disposed of pursuant to Rule 144 as determined by (or any similar provision then in force) within the counsel to the Company volume limitations thereunder within a ninety (90) day period or pursuant to a written opinion letterRule 144(k) (or any similar provision then in force) under the Securities Act, addressed to or (v) the Company's transfer agent to date such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required Registrable Securities cease to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statement.

Shelf Registration. On In the event that (i) the Company reasonably determines, upon advice of counsel, that the Exchange Offer Registration provided in Section 2(a) above is prohibited under applicable law and regulations and currently prevailing interpretations of the staff of the SEC, (ii) the Exchange Offer Registration Statement is not declared effective for any reason within 150 days of the Issue Date or prior (iii) upon the request of an Initial Purchaser with respect to any Registrable Securities held by it, if such Initial Purchaser is not permitted, pursuant to applicable law or applicable interpretations of the Filing staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i), (ii) or (iii) being a “Shelf Registration Event,” and the date of occurrence thereof, the “Shelf Registration Event Date”), then in addition to or in lieu of conducting the Exchange Offer contemplated by Section 2(a), as the case may be, the Company shall prepare promptly deliver to the Holders and file with the Commission Trustee written notice thereof and, at its cost, cause to be filed as promptly as practicable after such Shelf Registration Event Date and, in any event, within 60 days after such Shelf Registration Event Date (provided that in no event shall such filing date be required to be earlier than 90 days after the Issue Date), a "shelf" Shelf Registration Statement covering providing for the sale by the Holders of all Registrable Securities for an offering or any portion (subject to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if any required minimum denomination as provided in the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(cIndenture) of the Purchase AgreementRegistrable Securities, to be included in the Registration Statement and (ii) shall use its best efforts to cause the have such Shelf Registration Statement to be declared effective under the Securities Act by the SEC as promptly soon as possible after the filing thereof, but practicable. No Holder shall be entitled to include any of its Registrable Securities in any event prior Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Effectiveness DateCompany in writing, and within 15 days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company agrees to use its best efforts to keep such the Shelf Registration Statement continuously effective under and usable for resales for the Securities Act until Rule 144(k) Period (subject to extension pursuant to the last paragraph of Section 3 hereof), or for such date as is the earlier of (x) the date shorter period which will terminate when all Registrable of the Securities covered by such the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or (y) the date on which the cease to be Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"“Effectiveness Period”). If at The Company shall not permit any time and for any reasonsecurities other than Registrable Securities to be included in the Shelf Registration. The Company will, an additional in the event a Shelf Registration Statement is required filed, provide to be filed because at such time the actual each Holder a reasonable number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) copies of the number Prospectus which is a part of shares of Registrable Securities remaining under the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take all other actions as are required to permit certain unrestricted resales of the Registrable Securities. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company shall have twenty (20) Business Days to file for such additional Shelf Registration StatementStatement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company shall use its best efforts agrees to cause such additional Registration Statement furnish to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number Holders of Registrable Securities to be issued upon conversion copies of any such supplement or amendment promptly after its being used or filed with the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementSEC.

Shelf Registration. On or prior At any time from and after the date hereof and from time to time, the Investor may make a written request to the Filing Date, the Company shall to prepare and file with the Commission a "shelf" Registration Statement shelf registration statement under the Securities Act covering all of the Registrable Securities for an offering to be made then outstanding on a delayed or continuous basis pursuant to Rule 415Section 415 of the Securities Act (a “Shelf Registration”). The No later than 30 days following its receipt of such written request (the “Shelf Registration Statement shall be on Form S-3 (except if Filing Date”), the Company is not then eligible to register for resale will prepare and file with the Registrable Securities on Form S-3, in which case such Commission a registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective statement under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier covering all of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may requested to be sold without any restriction pursuant to Rule 144 as determined by the counsel to included therein and the Company pursuant will use its reasonable best efforts to a written opinion letter, addressed to obtain the Company's transfer agent to effectiveness of such effect (registration as soon as practicable as would permit or facilitate the "EFFECTIVENESS PERIOD"). If at any time original issuance or subsequent resale and for any reason, an additional Registration Statement is required distribution of all securities requested to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statementregistered hereunder. If, however, the Company shall furnish to the Holders a certificate signed by the Chief Operating Officer of the Company within 30 days of the Shelf Registration Filing Date stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed by reason of a material pending transaction, then the Company shall have twenty the right to defer such filing for a period of not more than sixty 90 days after the Shelf Registration Filing Date. Such registration statement shall contain (20unless the Holders otherwise direct) Business Days substantially the “Plan of Distribution” attached hereto as Annex A. Notwithstanding anything to file such additional Registration Statementthe contrary, and in the case of any shelf registration pursuant to this Section 2.2, the Company shall use its reasonable best efforts to cause such additional Registration Statement keep the relevant registration statement effective until the date as of which all the securities requested to be declared effective by registered (including whether or not subsequently transferable under Rule 144) under the Commission as soon as possibleshelf registration statement have been disposed of in a manner described therein. Notwithstanding anything to the contrary, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand event that the Company prepare is not eligible to effect a Shelf Registration, (a) this Section 2.2 shall not apply and file an additional Registration Statement(b) Investor shall have two (as opposed to one) demand rights pursuant to Section 2.1; provided that the Company shall not be obligated to effect more than one demand registration pursuant to Section 2.1 in any twelve consecutive calendar months.

Shelf Registration. On or prior As promptly as practicable, PhoneTel shall file and use all reasonable efforts to the Filing Date, the Company shall prepare and file with the Commission cause to be declared effective a "shelf" registration statement (the "Shelf Registration Statement covering all Registrable Securities for an offering to be made Statement") on a continuous basis any appropriate form pursuant to Rule 415. The Registration Statement 415 (or similar rule that may be adopted by the Securities and Exchange Commission (the "SEC") under the Securities Act for all the PhoneTel Common Shares (i) issued in connection with the Merger, (ii) issuable upon conversion of the PhoneTel Preferred Shares and (iii) issued or distributed in respect of such PhoneTel Common Shares by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, reorganization, merger, consolidation or otherwise (collectively such PhoneTel Common Shares shall hereinafter be referred to as the "Registrable Securities"), which form shall be on Form S-3 (except if available for the Company is not then eligible to register for resale sale of the Registrable Securities on Form S-3in accordance with the intended method or methods of distribution thereof; PROVIDED, in which case such registration HOWEVER, that PhoneTel's obligations under this Section 1 shall be on another appropriate form). The Company shall not commence until the later of (i) not permit any securities, other than 90 days following the Registrable Securities and the securities listed on Schedule 2.1(c) closing of the Purchase Agreement, to be included in the Registration Statement and a public primary equity offering by PhoneTel or (ii) such later date acceptable to the managing underwriter or underwriters, if any, of such offering. PhoneTel agrees to use its best efforts to cause keep the 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 Effectiveness Date, and to keep such Shelf Registration Statement continuously effective under the Securities Act until such date as is the earlier and usable for resale of Registrable Securities, for a period of twenty-four (x24) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) months from the date on which the SEC declares the Shelf Registration Statement effective or such shorter period which will terminate when all the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined covered by the counsel Shelf Registration Statement cease to the Company pursuant be Registrable Securities (such period shall hereinafter be referred to a written opinion letter, addressed to the Company's transfer agent to such effect (as the "EFFECTIVENESS PERIODEffective Period"). If at any time and for any reason; PROVIDED, an additional HOWEVER, that PhoneTel may elect that the Shelf Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statementusable during any Blackout Period (as defined in Section 2 below).

Shelf Registration. On or prior to the Filing Date, Date the Company shall prepare and file with the Commission a "shelf" Registration Statement covering 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate formfrom in accordance with this Agreement). If the Company shall have been required to issue Warrants pursuant to Section 2.2 of the Purchase Agreement and the shelf Registration Statement referred to in this Section 2 shall not yet have been declared effective, the Company shall file a pre-effective amendment to such shelf Registration Statement to include the additional shares on Common Stock issuable upon exercise of such Warrants. The Company shall (i) not permit any securities, securities other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible practicable after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement Statement, continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which all of the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an IF one or more additional Registration Statement is Statements are required to be filed because at such time (i) the actual number Company shall have been required to issue additional Warrants pursuant to Section 2.2 of shares the Purchase Agreement, and/or (ii) the holders of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) entitled to additional Warrant Shares due to a divided, stock split, combination of shares, reclassification, recapitalization, merger or consolidation or reorganization or other distribution with respect to or in exchange for or in replacement of the number of shares of Registrable Securities remaining under the Registration StatementWarrant Shares, then the Company shall have twenty (20) Business Days to file such additional Registration StatementStatements, and the Company shall use its best efforts to cause such additional Registration Statement Statements to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statementpracticable.

Shelf Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission a "shelf" “Shelf” Registration Statement covering all the resale of 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415; provided, however, that if 130% of the Registrable Securities hereunder shall equal or exceed 30% of the issued and outstanding Common Stock of the Company (less any shares of Common Stock held by Affiliates of the Company) on the actual filing date of the initial Registration Statement, the initial Registration Statement shall register a number of shares of Common Stock which is equal to 30% of the issued and outstanding shares of Common Stock of the Company (less any shares of Common Stock held by Affiliates of the Company) on such actual filing date minus 10,000 shares of Common Stock, and the remaining Registrable Securities shall be subject to Section 3(c). In such event, the number of Registrable Securities to be registered for each Holder shall be reduced pro-rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from the initial Registration Statement. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the 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 best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold sold, or (y) the date on which the Registrable Securities may be sold without any restriction volume restrictions pursuant to Rule 144 144(k), as determined by the counsel to the Company pursuant to a written opinion letterletter to such effect, addressed and acceptable to the Company's ’s transfer agent to such effect and the affected Holders (the "EFFECTIVENESS PERIOD"“Effectiveness Period”). If at any time and for any reason, an additional The Company shall telephonically request effectiveness of a Registration Statement is required to be filed because at such time as of 5:00 pm Eastern Time on a Trading Day. The Company shall immediately notify the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) Holders via facsimile of the number effectiveness of shares a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of Registrable Securities remaining under the a Registration Statement. The Company shall, by 9:30 am Eastern Time on the Company shall have twenty Trading Day after the Effective Date (20) Business Days to as defined in the Purchase Agreement), file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by a final Prospectus with the Commission as soon required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers aforesaid shall be entitled to demand that the Company prepare and file deemed an additional Registration StatementEvent under Section 2(b).

Shelf Registration. On or prior to the Filing Date, the Company (a) The Companies shall prepare and file with the Securities and Exchange Commission (the "COMMISSION") as soon as practicable but in no event later than 90 days (such 90th day being a "shelfFILING DEADLINE") after the latest date on which the Initial Purchasers purchase the Securities pursuant to the Purchase Agreement (the "CLOSING DATE"), a registration statement (the "INITIAL SHELF REGISTRATION STATEMENT," and together with any Subsequent Shelf Registration Statement covering (as defined below), including, in each case, the prospectus, amendments and supplements to such registration statements, including post-effective amendments, all Registrable Securities exhibits, and all materials incorporated by reference or deemed to be incorporated by reference in such registration statements, are herein collectively referred to as the "SHELF REGISTRATION STATEMENT") for an offering to be made on a delayed or continuous basis pursuant to Rule 415415 of the Securities Act of 1933, as amended (the "SECURITIES ACT") (the "SHELF REGISTRATION"), registering the resale from time to time by Holders thereof of all of the Registrable Securities (as defined below). The Initial Shelf Registration Statement shall be on Form S-3 (except if an appropriate form under the Company is not then eligible to register Securities Act permitting registration of such Registrable Securities for resale by such Holders from time to time in accordance with the Registrable Securities on Form S-3, methods of distribution elected by the Holders and set forth in which case such registration shall be on another appropriate form)the Initial Shelf Registration Statement. The Company Companies shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its their best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, is practicable but in any event prior to within one hundred and eighty (180) days after the Effectiveness DateClosing Date (the "EFFECTIVENESS DEADLINE DATE"), and to keep such the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until to permit the prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities, for a period of two years (or for such date as is longer period if extended pursuant to Section 2(h) below) from the earlier of Closing Date or such shorter period that will terminate when (xi) all the date when all Registrable Securities covered by such the Shelf Registration Statement have been sold pursuant thereto or (yii) the date on which expiration of the holding period that would be applicable to the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) under the Securities Act were it not held by an "affiliate" (as defined in Rule 144 as determined by under the counsel to Securities Act, or any successor rule thereof) of any of the Company pursuant to a written opinion letterCompanies (such period, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional The Companies shall be deemed not to have used their best efforts to keep the Shelf Registration Statement is required to be filed because at such time effective during the actual number requisite period if any of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares them voluntarily takes any action that would result in Holders of Registrable Securities remaining under covered thereby not being able to offer and sell such Registrable Securities during that period, unless such action is required by applicable law. None of the Registration Statement, Company's securityholders (other than the Company Holders of Registrable Securities) shall have twenty (20) Business Days the right to file such additional Registration Statement, and include any of the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time Company's securities in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Shelf Registration Statement.

Shelf Registration. On or prior Subject to the Filing DateSection 3(c), the Company shall prepare and agrees to file with within thirty (30) days after the Commission date of this Agreement, a "shelf" shelf Registration Statement covering on Form S-1, or such other form under the Securities Act then available to the Company, providing for the resale of all Registrable Securities for an offering (determined as of two (2) business days prior to be made on a continuous basis such filing) pursuant to Rule 415. The , from time to time (a “Shelf Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate formStatement”). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the 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 Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best commercially reasonable efforts to cause such additional Shelf Registration Statement to be declared effective by the Commission as soon as possiblepracticable after the filing thereof. The Shelf Registration Statement shall provide for the resale from time to time, but and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents) to the Holders of any and all Registrable Securities. Following the filing of the Shelf Registration Statement, the Company shall use its commercially reasonable efforts to convert the Shelf Registration Statement on Form S-1 (and any Subsequent Shelf Registration) to a Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Notwithstanding the registration obligations set forth in no event later than forty (45) days after filing. If at such time this Section 2(a)(i), in the reasonable opinion event the Commission informs the Company that all of the Purchasers there is not 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 (A) inform each of the Holders and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the Commission and/or (B) withdraw the Shelf 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 will not Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”), including, without limitation, relevant Compliance and Disclosure Interpretations. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a sufficient limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be issued upon conversion registered on such Registration Statement will be reduced pro rata, based on the number of Registrable Securities held by each Holder, subject to a determination by the principal amount Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the Notes then outstandingevent the Company amends the Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (A) or (B) 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 to registrants of securities in general, one or more registration statements on Form S-1 or Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration Statement, as amended, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional New Registration Statement.

Shelf Registration. On In the event that (i) the Company determines that the Exchange Offer Registration provided in Section 2(a) above is not available or prior to may not be consummated because it would violate applicable law or the Filing Dateapplicable interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any other reason consummated within 180 days after the Closing Time, or (iii) following the consummation of the Exchange Offer a Registration Statement must be filed and a Prospectus must be delivered by the Initial Purchasers in connection with any offering or sale of Registrable Securities because such Registrable Securities represent an unsold allotment of the Registrable Securities purchased by the Initial Purchasers from the Company, unless the Company has previously done so, the Company shall prepare and will (a) file with as soon as practicable after such determination or date, as the Commission case may be, a "shelf" Shelf Registration Statement covering providing for the sale by the Holders of 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-3 (except if the Company is not then eligible to register for resale of the Registrable Securities on Form S-3Securities, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (iib) use its best efforts to cause the have such Shelf Registration Statement to be declared effective under by the Securities Act as promptly as possible after SEC and (c) keep the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Shelf Registration Statement continuously effective under until the Securities Act until third anniversary of the Closing Time or such date as is the earlier of (x) the date shorter period which will terminate when all of the Registrable Securities covered by such the Shelf Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to Shelf Registration Statement. In the event the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time file a Shelf Registration Statement solely as a result of the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent matters referred to in clause (125%iii) of the number of shares of Registrable Securities remaining under the Registration Statementpreceding sentence, the Company shall file and have twenty declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (20) Business Days to file such additional which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration, and the Company shall use its best efforts agrees to cause such additional Registration Statement furnish to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number Holders of Registrable Securities to be issued upon conversion copies of any such supplement or amendment promptly after its being used or filed with the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementSEC.

Shelf Registration. On or prior to 2.1.1 The Company shall, as soon as practicable, but in any event within sixty (60) days after the Filing Closing Date, the Company shall prepare and file with the Commission a "shelf" Registration Statement covering under the Securities Act to permit the public resale of 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on Form S-3, the terms and conditions specified in which case such registration this subsection 2.1.1 and shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the such Registration Statement to be declared effective under the Securities Act as promptly soon as possible practicable after the filing thereof, but in any no event prior to later than ninety (90) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness DateDeadline shall be extended to one hundred and twenty (120) days after the filing deadline if the Registration Statement is reviewed by, and to keep such receives comments from, the Commission. The Registration Statement continuously effective filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined successor or similar provision adopted by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If Commission then in effect) at any time and beginning on the effective date for any reason, an additional such Registration Statement. A Registration Statement is required filed pursuant to be filed because at such time this subsection 2.1.1 shall provide for the actual number resale pursuant to any method or combination of shares of Common Stock into which the Notes are convertible methods legally available to, and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statementrequested by, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Holders. The Company shall use its best efforts to cause such additional a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be declared effective supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Commission as Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as possiblepracticable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in no any event later than forty within one (451) days after filingbusiness day of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. If at such time When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 reasonable opinion case of any Prospectus contained in such Registration Statement, in the light of the Purchasers there circumstances under which such statement is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statementmade).

Shelf Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a "shelf" Shelf' Registration Statement covering all the resale of the Registrable Securities for an offering to be made by the Holder(s) on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The form in accordance herewith) and shall contain substantially the "Plan of Distribution" attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the 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 best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold sold, or (y) the date on which the Registrable Securities may be sold without any restriction volume restrictions pursuant to Rule 144 144(k), or the Commitment Period has expired and no Registrable Securities are then outstanding or may become outstanding on the exercise of any Warrant, as determined by the counsel to the Company pursuant to a written opinion letterletter to such effect, addressed and acceptable to the Company's transfer agent to such effect and the affected Holders (the "EFFECTIVENESS PERIODEffectiveness Period"). If at any time and for any reason, an additional The Company shall promptly notify the Holders via facsimile of the effectiveness of a Registration Statement is on the same Trading Day that the Company telephonically confirms effectiveness with the Commission. The Company shall file a final Prospectus with the Commission as required by Rule 424. Notwithstanding anything herein to be filed because at such time the actual number of shares of Common Stock into which contrary, in the Notes are convertible and event that the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of Commission requires a reduction in the number of shares of Registrable Securities remaining under the to be included on a Registration Statement, the Company shall have twenty (20) Business Days to file reduce such additional Registration Statementshares by reducing the number of Draw Down Shares first, the anti-dilution shares second, the Warrant Shares third and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementShares last.

Shelf Registration. On or prior to the Filing Date, the The Company shall prepare and file with the Commission SEC a "shelf" ------------------ Registration Statement covering all Registrable Securities (the "Initial Shelf Registration Statement") for an ------------------------------------ offering to be made on a continuous basis pursuant to Rule 415415 covering all of the Registrable Securities held by Notice Holders (the "Initial Shelf ------------- Registration") on or prior to the Filing Date; provided, that subject to Section ------------ -------- 2(d) hereof, the Initial Shelf Registration shall cover all of the Registrable Securities of Late Notice Holders. The Initial Shelf Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the Registrable Securities on Form S-3manner or manners designated by them (including, in which case such registration shall be on another appropriate formwithout limitation, one or more underwritten offerings (subject to Section 8 hereof)). The Company shall (i) not permit any securities, securities other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Initial Shelf Registration Statement and or any Subsequent Shelf Registration (ii) as defined below), other than those shares of Common Stock that may be required to be included in the Initial Shelf Registration or any Subsequent Shelf Registration in accordance with piggyback registration rights granted prior to the date hereof in respect of approximately 1,300,000 shares of the Company's Common Stock. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly soon as possible practicable after the filing thereofsuch Initial Shelf Registration is filed and, but in any event event, on or prior to the Effectiveness Date, Date and to keep such Initial Shelf Registration Statement continuously effective under the Securities Act until such date as is the earlier of when (xi) all the date when all Registrable Securities covered by such are registered under the Shelf Registration Statement (as defined below) and have been sold or disposed of in the manner set forth and as contemplated therein, (yii) certain transfer restrictions on the date on which Registrable Securities are terminated as a result of the application of Rule 144(k), (iii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act, (iv) all the Registrable Securities cease to be outstanding and (v) all the Registrable Securities may be sold without during any restriction three-month period pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIODEffectiveness Period"). If at any -------------------- At the time and for any reason, an additional the Initial Shelf Registration Statement is required to declared effective, each Holder that became a Notice Holder shall be filed because at such time named as a selling securityholder in the actual number of shares of Common Stock into which the Notes are convertible Initial Shelf Registration Statement and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statementaccordance with applicable law.

Shelf Registration. On or prior If at the time the Company registers Registrable Securities under the Securities Act pursuant to the Filing Datethis Section 2, the Company shall prepare and file with the Commission a "shelf" Registration Statement covering all sale or other disposition of such Registrable Securities for an offering to by the Holders may be made on a delayed or continuous basis pursuant to Rule 415. The Registration Statement shall be a registration statement on Form S-3 (except if or any successor form that permits the incorporation by reference of future filings by the Company is not under the Exchange Act), then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration statement, unless otherwise directed by the Demanding Holder, shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, filed as a “shelf” registration statement pursuant to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective Rule 415 under the Securities Act as promptly as possible after (or any successor rule). Any such shelf registration shall cover the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier disposition of (x) the date when all Registrable Securities covered by in one or more underwritten offerings, block transactions, broker transactions, at-market transactions and in such Registration Statement have been sold other manner or (y) the date on which the Registrable Securities manners as may be sold without any restriction pursuant to Rule 144 as determined specified by the counsel to the Company pursuant to a written opinion letterDemanding Holder. Except as provided in Section 5(b) hereof, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its reasonable best efforts to cause keep such additional Registration Statement to be declared “shelf” registration continuously effective as long as the delivery of a prospectus is required under the Securities Act in connection with the disposition of the Registrable Securities registered thereby. In furtherance of such obligation, the Company shall supplement or amend such registration statement and the prospectus used in connection with such registration statement if, as and when required by the Commission as soon as possiblerules, but in no event later than forty (45) days after filingregulations and instructions applicable to the form used by the Company for such registration or by the Securities Act with respect to the disposition of all securities covered by such registration statement or by any other rules and regulations thereunder applicable to shelf registrations. If at such time Upon their receipt of a certificate signed by the chief executive officer of the Company stating that, in the reasonable opinion judgment of the Purchasers there Company, it is advisable to suspend use of a prospectus included in a registration statement due to pending material developments or other events that have not or yet been publicly disclosed and as to which the Company believes public disclosure would be seriously detrimental to the Company, in accordance with the procedure set forth in the last paragraph of Section 2(a) hereof, the Holders will not be a sufficient number refrain from making any sales of Registrable Securities under the shelf registration statement for a period of up to ninety (90) Business Days; provided, that this right to cause the Holders to refrain from making sales shall not be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that exercised by the Company prepare and file more than once in any twelve-month period (with any exercise by the Company of its right to defer the filing or delay its effectiveness of a registration statement under the last paragraph of Section 2(a) counting as an additional Registration Statementexercise by the Company of its right to cause the Holders to refrain from making sales under this Section 2(b)).

Shelf Registration. On or If prior to the Filing Dateexpiration of the Exchange Offer: (i) the Company or the Majority Holders reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration provided in Section 2(a) above is not available under applicable law and regulations and currently prevailing interpretations of the staff of the SEC, (ii) for any reason the Exchange Offer Registration Statement is not declared effective within 120 days after the Issue Date or (iii) upon the request of the Initial Purchaser with respect to any Registrable Notes held by it, if, in the reasonable opinion of Skadden, Arps, Slate, Meagher & Flom LLP or other counsel experienced in suxx xxxxers, xxe Initial Purchaser is not permitted pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i)-(iii) being a "SHELF REGISTRATION EVENT" and the date of occurrence thereof, the "SHELF REGISTRATION EVENT DATE"), then in addition to or in lieu of effecting the registration of the Exchange Notes pursuant to the Exchange Offer Registration Statement, the Company shall prepare will (y) promptly deliver to the Holders written notice thereof and (z) at the Company's sole expense: (a) as promptly as practicable after such Shelf Registration Event Date file with the Commission a "shelf" Shelf Registration Statement covering 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) resales of the Purchase Agreement, to be included in the Registration Statement Notes and (iib) use its best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but Act. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any event prior Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Effectiveness DateCompany in writing, and within 15 days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company agrees to use its best efforts to keep such effective the Shelf Registration Statement continuously effective under the Securities Act until such date as is the earlier of two years after the Issue Date (x) six months in the date when all Registrable Securities covered by such case of a Shelf Registration Statement filed at the request of the Initial Purchaser under Section 2(b)(iii) hereof) or such time as all of the applicable Notes have been sold thereunder or (y) otherwise cease to be Registrable Notes within the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect meaning of this Agreement (the "EFFECTIVENESS PERIOD"). If at The Company shall not permit any time and for any reasonsecurities other than Registrable Notes to be included in the Shelf Registration. The Company will, an additional in the event a Shelf Registration Statement is required filed, provide to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) each Holder copies of the number Prospectus that is a part of shares of Registrable Securities remaining under the Shelf Registration Statement, notify each such Holder when the Shelf Registration Statement for the Notes has become effective and take certain other actions as are required to permit unrestricted resales of the Notes. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company shall have twenty (20) Business Days to file for such additional Shelf Registration StatementStatement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company shall use its best efforts agrees to cause such additional Registration Statement furnish to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number Holders of Registrable Securities to be issued upon conversion Notes copies of any such supplement or amendment promptly after its being used or filed with the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementSEC.

Shelf Registration. On or The Company shall file within 45 days of the Closing, and use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf” and together with the Form S-1 Shelf, each a “Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis. Such Shelf shall provide for the Filing Dateresale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. Notwithstanding anything to the contrary herein, to the extent there is an active Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, such Holder shall not have rights to make a Demand Registration with respect to subsection 2.1.1 other than with respect to an Underwritten Offering from such Shelf. Notwithstanding anything to the contrary herein, to the extent there is an active Shelf (including pursuant to a Demand Registration or pursuant to Section 2.3 hereof) (or, in the event that the Company is a WKSI and a Shelf would be automatically effective upon filing), the Demanding Holders may request an Underwritten Offering of such Holders’ Registrable Securities from such Shelf (or, in the event that the Company is a WKSI, the concurrent filing of a Shelf and Underwritten Offering from such Shelf) (each an “Underwritten Shelf Takedown”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (the “Demand Shelf Takedown Notice”), which notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Upon receipt of the Demand Shelf Takedown Notice, the Company shall prepare give written notice of such requested Underwritten Shelf Takedown to all other Holders of Registrable Securities included on such Shelf (the “Company Shelf Takedown Notice”) no later than two (2) business days after receipt of such Demand Shelf Takedown Notice and file with the Commission a "shelf" Registration Statement covering shall include in such Underwritten Shelf Takedown (i) all Registrable Securities requested by the Demanding Holders and (ii) all Registrable Securities with respect to which the Company has received written requests for an offering inclusion therein (which requests shall be revocable only with the consent of the Demanding Holders) within two (2) business days (one (1) business day in the event the Demanding Holders requested a non-marketed block trade) after sending the Company Shelf Takedown Notice (or such earlier time at which all Holders that have Registrable Securities included on such Shelf Registration Statement have provided responses to the Company Shelf Takedown Notice), and effect such Underwritten Shelf Takedown as soon as practicable; provided, however, that no Requesting Holder shall be made on a continuous basis entitled to have any Registrable Securities included in such Underwritten Shelf Takedown to the extent that such Registrable Securities must be exchanged for shares of Common Stock pursuant to Rule 415the Exchange Agreement. The Registration Statement Subject to the provisions of subsection 2.1.4, Holders shall be on Form S-3 (except if the Company is not then eligible entitled to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form)an unlimited number of Underwritten Shelf Takedowns. The Company shall not be obligated to effect, or to take any action to effect, any Underwritten Shelf Takedown pursuant to this subsection 2.1.6 (i) not permit any securitiesduring the period that is thirty (30) days prior to the Company’s good faith estimate of the date of the filing of, other and ending on a date ninety (90) days after the effective date of, a Company initiated Registration and provided that the Company is actively employing, in good faith, commercially reasonable efforts to cause such registration statement to become effective; (ii) if the Company has effected an Underwritten Shelf Takedown less than 90 days prior to the date of such requested Underwritten Shelf Takedown or the Company has effected three such Underwritten Shelf Takedowns in the preceding twelve (12) months; or (iii) if the anticipated aggregate offering price of the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the 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 Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as Underwritten Shelf Takedown is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later less than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statement$5,000,000.

Shelf Registration. On or prior to (a) To the Filing Dateextent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Act) (a “WKSI”), then (i) within three (3) business days following the Closing (as defined in the Securities Purchase Agreement), the Company shall prepare and file with an automatic shelf registration statement (as defined in Rule 405 under the Commission a "shelf" Registration Statement covering all Registrable Securities for Act) (an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale “automatic shelf registration statement”) which registers the Registrable Securities purchased by the Investor at the Closing and (ii) at the time any registration request is submitted to the Company that is not covered by the automatic registration statement filed by the Company pursuant to clause (i) above, and such registration request requests that the Company file an automatic shelf registration statement on Form S-3, in which case such registration shall be on another appropriate form). The the Company shall (i) not permit file an automatic shelf registration statement which covers those Registrable Securities which are requested to be registered. To the extent the Company is no longer a WKSI, then upon the request from a Requesting Holder to effect a registration on Form S-3 and any securities, other than related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Requesting Holder, the Company shall comply with the notification and the securities listed on Schedule 2.1(cregistration requirements set forth in Section 1.2(a)(i) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts with respect to cause such request by the Registration Statement Requesting Holder. Subject to be declared effective under Section 1.11, if the Securities Act as promptly as possible after automatic shelf registration statement has been outstanding for at least three (3) years, at the filing thereofend of the third year the Company shall, but in upon written request by the Holders, refile a new automatic shelf registration statement covering the Registrable Securities, if there are any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all remaining Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD")thereunder. If at any time and for any reason, an additional Registration Statement when the Company is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twentyre-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, evaluate its WKSI status the Company shall have twenty (20) Business Days to file such additional Registration Statementdetermines that it is not a WKSI, and the Company shall use its best commercially reasonable efforts to cause refile the shelf registration statement on Form S-3 and keep such additional Registration Statement registration statement effective during the period during which such registration statement is required to be declared effective by kept effective. Contemporaneously with the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion issuance of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued Common Stock issuable upon the conversion of the principal amount of the Notes then outstandingSeries B Preferred Stock, or upon the exercise of the Warrants then outstandingif such Common Stock is not included in a currently effective registration statement, the Purchasers Company shall be entitled file and as promptly as practicable thereafter have declared effective a shelf registration statement on Form S-3 covering the newly issued Common Stock as if a written request therefor had been made pursuant to demand that the Company prepare and file an additional Registration Statementthis Section 1.12(a).

Shelf Registration. On or prior to the Filing Date, the The Company shall prepare and file with the Commission SEC a "shelf" Registration Statement covering all Registrable Securities (the "INITIAL SHELF REGISTRATION STATEMENT") for an offering to be made on a continuous basis pursuant to Rule 415415 covering all of the Registrable Securities (the "INITIAL SHELF REGISTRATION") on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the Registrable Securities on Form S-3manner or manners designated by them (including, in which case such registration shall be on another appropriate formwithout limitation, one or more underwritten offerings). The Company shall (i) not permit any securities, securities other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Initial Shelf Registration Statement and or any Subsequent Shelf Registration (ii) as defined below). The Company shall use its best reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly soon as possible practicable after the filing thereofsuch Initial Shelf Registration is filed and, but in any event event, on or prior to the Effectiveness Date, Date and to keep such Initial Shelf Registration Statement continuously effective under the Securities Act until such date as is the earlier of when (xi) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction are registered under the Shelf Registration (as defined below) and have been disposed of in the manner set forth and as contemplated therein, (ii) all the Registrable Securities have been resold pursuant to Rule 144 as determined by under the counsel Securities Act, (iii) all the Registrable Securities cease to be outstanding and (iv) two years have passed from the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to Closing Date (such effect (shortest period being called the "EFFECTIVENESS PERIOD"). If at No Holder of Registrable Securities may include any time of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and for until such Holder becomes a Notice Holder and, in the case that requirements under the Securities Act are changed after the date of this Agreement (all such requirements, the "NEW REQUIREMENTS"), furnishes to the Company, upon request by the Company, any reason, an additional information pursuant to the New Requirements concerning such Holder required to be included in any Shelf Registration Statement or Prospectus included therein. Each Holder of Registrable Securities as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be filed because disclosed so that the information previously furnished to the Company by such Holder is not materially misleading and does not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made. Subject to the foregoing, at such the time the actual number Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder at the time of shares of Common Stock into which effectiveness shall be named as a selling securityholder in the Notes are convertible Initial Shelf Registration Statement and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities remaining under in accordance with applicable law. None of the Registration Statement, the Company Company's securityholders (other than Holders of Registrable Securities) shall have twenty (20) Business Days the right to file such additional Registration Statement, and include any of the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time Company's securities in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Shelf Registration Statement.

Shelf Registration. On Upon the written request of one or prior to the Filing Date, more ------------------ Requesting Purchasers that the Company shall prepare and file with effect the Commission registration under the Securities Act of such Requesting Purchasers' Registrable Securities pursuant to a "shelf" Registration Statement covering registration statement, the Company promptly will give written notice of such requested registration to all Registrable Securities for an offering to be made other Purchasers, and will thereafter file such a "shelf" registration statement on a continuous basis any appropriate form pursuant to Rule 415. The 415 (or similar rule that may be adopted by the SEC) under the Securities Act (a "SHELF REGISTRATION"), which Shelf Registration Statement shall be on Form S-3 will cover (except if the Company is not then eligible to register for resale i) the Registrable Securities on Form S-3, in which case that the Company has been so requested to register by such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement Requesting Purchasers and (ii) all other Registrable Securities that the Company has been requested to register by any other Purchasers by written request given to the Company within 15 days after the Company's giving of written notice of the Requesting Purchasers' requested registration. The Company hereby agrees to file such registration statement as promptly as practicable following the request therefor, and in any event within 60 days following the date such request is received by the Company, and thereafter to use its best commercially reasonable efforts to cause the such Shelf Registration Statement to be declared become effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior and thereafter to the Effectiveness Datekeep it continuously effective, and to keep such Registration Statement continuously effective under prevent the Securities Act until such date as is happening of any event of the earlier of kind described in Section 4(c)(3), (x4), (5) the date when all Registrable Securities covered by such Registration Statement have been sold or (y6) hereof that requires the Company to give notice pursuant to the last paragraph of Section 4 hereof, for a period terminating on the third year anniversary of the date on which the SEC declares the Shelf Registration effective, or such shorter period as shall terminate on the date on which all the Registrable Securities may be covered by the Shelf Registration have been sold without any restriction pursuant to Rule 144 as determined such Shelf Registration. The Company shall be obligated to file only one Shelf Registration and shall not be obligated to file a Shelf Registration if three Demand Registrations (hereinafter defined) have been effected under Section 2(b). The Company further agrees to promptly supplement or make amendments to the Shelf Registration, if required by the counsel rules, regulations or instructions applicable to the registration form utilized by the Company pursuant to a written opinion letter, addressed to or by the Company's transfer agent to such effect (Securities Act or rules and regulations thereunder for shelf registration or if requested by Participating Purchasers holding in the "EFFECTIVENESS PERIOD")aggregate in excess of 50% of the Registrable Securities covered by the Shelf Registration or any underwriter of the Registrable Securities. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time Participating Purchasers holding in the actual number aggregate in excess of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) 50% of the number of shares Registrable Securities covered by the Shelf Registration so elect, the offering of Registrable Securities remaining under the Registration Statement, the Company pursuant to such registration shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion form of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementUnderwritten Offering.

Shelf Registration. On or prior to the Filing Date, the Company shall prepare and file with the Commission a "shelf" Registration Statement covering 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than If the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, Company elects to be included in the file a Shelf Registration Statement and (ii) use its best efforts or is otherwise required to cause the file a Shelf 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 Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letterthis Section 2, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company it shall use its best efforts to cause such additional Shelf Registration Statement to be declared effective by the Commission as soon as possiblepracticable. Any Shelf Registration Statement shall provide for the resale from time of time, but and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents, or a sale over the internet) by the Holders of any and all Registrable Shares. Anything contained in no this Agreement to the contrary notwithstanding, the Company shall not be obligated to file any Shelf Registration Statement, nor be obligated to use best efforts to cause any Shelf Registration Statement to be declared effective, nor have any other obligation under this Agreement with respect thereto, unless the Company receives an opinion of its legal counsel in such form, and dated as of such date, as the Company may request, to the effect that the filing of the Shelf Registration Statement and the use of the Shelf Registration Statement to register the Shares by the Company as contemplated by this Agreement, in each case, are in compliance with the Securities Act and any other applicable federal securities laws, rules or regulations. In the event later than forty the Company becomes obligated to take any action with respect to any Shelf Registration Statement, the Company shall promptly request the legal opinion described in the previous sentence. In the event such legal opinion is not provided to the Company within ten (4510) business days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that date on which the Company prepare and file an additional requested such opinion, then the Company shall, in lieu of all of its obligations under this Agreement with respect to such Shelf Registration Statement, perform as required by paragraph (ii) hereof.

Shelf Registration. On If requested by a Holder or prior to Holders holding a majority in interest of the Filing DateRegistrable Securities, as soon as practicable (but in any event not more than 10 days) after such request, the Company Issuer shall prepare and file with the Commission a "shelf" Shelf Registration Statement covering on an appropriate form that shall include 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-3 (except if Securities, and may include securities of the Company is not then eligible to register for resale sale for the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate formCompany's own account (the "Required Shelf Registration"). The Company Issuer shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the such Shelf Registration Statement to be declared effective under the Securities Act as promptly soon as possible practicable after such request, and within 5 days after the filing thereoffirst public release by the Issuer of 30 days of combined financial results of the Issuer and QFC, but in any the event of a request made prior to such public release. Notwithstanding anything else contained in this Agreement, the Effectiveness Date, and Issuer shall only be obligated to keep such Shelf Registration Statement continuously effective under until the Securities Act until earliest of (a) 12 months after the date such date as Shelf Registration Statement has been declared effective, provided that such 12-month period shall be extended by (i) the length of any period during which the Issuer delays in maintaining the Shelf Registration Statement current pursuant to Section 2.4, (ii) the length of any period (in which such Shelf Registration Statement is required to be effective hereunder) during which such Shelf Registration Statement is not maintained effective, and (iii) such number of days that equals the earlier number of days elapsing from (x) the date when all Registrable Securities covered the written notice contemplated by such Registration Statement have been sold or Section 2.6(e) below is given by the Issuer to (y) the date on which the Issuer delivers to the Holders of Registrable Securities may be the supplement or amendment contemplated by Section 2.6(e) below, (b) such time as all Registrable Securities have been sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant or disposed of thereunder or sold, transferred or otherwise disposed of to a written opinion letter, addressed Person that is not a Holder and (c) such time as all securities that were Registrable Securities on the date hereof have ceased to the Company's transfer agent to such effect be Registrable Securities (the earliest of (a), (b) and (c) being the "EFFECTIVENESS PERIODShelf Termination Date"). If at any time and for any reason, an additional The Required Shelf Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be counted as a sufficient number Demand Registration for purposes of Registrable Securities to be issued upon conversion Section 2.2 of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statementthis Agreement.

Shelf Registration. On or prior to (a) The Company shall, as soon as practicable, but no later than ninety (90) calendar days following the Filing Issue Date, the Company shall prepare and file with the Commission a "shelf" Shelf Registration Statement covering all Registrable Securities to provide for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale offer and sale of the Registrable Securities on Form S-3by the Holders from time to time in accordance with the methods of distribution elected by such Holders and, in which case such registration thereafter, shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the such initial Shelf Registration Statement to be declared effective under the Securities Act no later than 180 calendar days following the Issue Date; provided, however, that only Holders who are Notice Holders shall be entitled to be named as promptly as possible after the filing thereof, but a selling securityholder in any event prior Shelf Registration Statement as of the date it is declared effective or to use the Prospectus forming a part thereof for offers and resales of Registrable Securities. None of the Company’s securityholders (other than Holders of Registrable Securities) shall have the right to include any of the Company’s other securities in the Shelf Registration Statement. Notwithstanding anything to the Effectiveness Datecontrary contained herein, and to keep such neither the Company nor any of its subsidiaries or Affiliates shall disclose the name of any investors in any filing, announcement, release or otherwise, other than in the Shelf Registration Statement continuously effective under or as otherwise required by law, without the prior written consent of the applicable investor. The receipt of a Notice and Questionnaire shall be considered a valid consent for the purposes of this Section 2 for use of the information contained in such Notice and Questionnaire. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on the initial Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act until such date as is for the earlier resale of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to Holders (a “Rule 415 Limitation”), the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional initial Shelf Registration Statement is required to be filed because at such time may exclude the actual Notes and shall register the resale of a number of shares of Common Stock into which is equal to the Notes are convertible and maximum number of shares as is permitted by the Warrants are exercisable exceeds one hundred twenty-five percent Commission (125%) of the “Registration Cap”), and, subject to this Section 2(a), the Company shall continue to use reasonable best efforts to register all remaining Registrable Securities as set forth below. In such event, the number of shares of Registrable Securities remaining under Common Stock to be registered for each Holder in the initial Registration Statement, the Company Statement shall have twenty (20) Business Days to file such additional Registration Statement, be reduced pro rata among all Holders and the Company shall register as many shares of Common Stock issuable upon exercise of the Warrants as it is permitted to register prior to including any shares of Common Stock issuable upon conversion of the Notes. The Company shall continue to use its reasonable best efforts to cause such additional Registration Statement to be declared effective by the Commission register all remaining Registrable Securities as soon promptly as possible, but in no event will the Company file a Shelf Registration Statement with respect to the registration of the resale of the remaining Registrable Securities by the Holders earlier than 180 calendar days following the Effective Time of the initial Shelf Registration Statement and later than forty 270 calendar days following the Effective Time of the initial Shelf Registration Statement (45) days after filingsubject to the following matters and limitations). If at such time Notwithstanding anything herein to the contrary, if the Commission, by written or oral comment or otherwise, limits the Company’s ability to file, or prohibits or delays the filing of, a Shelf Registration Statement with respect to any or all the Registrable Securities which were not included in the reasonable opinion of the Purchasers there is not or will initial Shelf Registration Statement (a “Subsequent Shelf Limitation”), it shall not be a sufficient number of Registrable Securities breach or default (including a Registration Default under Section 7(a) hereof) by the Company under this Agreement (including Section 3(a)(ii) hereof), shall not be deemed a failure by the Company to be issued upon conversion use “reasonable best efforts” or “best efforts” as set forth above or elsewhere in this Agreement and shall not give rise to any obligation to pay Additional Interest under Section 7 hereof. The Company shall promptly notify the Holders via facsimile or email of the principal amount effectiveness of a Shelf Registration Statement within three (3) Trading Days from the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand Trading Day that the Company prepare and file an additional Registration Statementtelephonically confirms effectiveness with the Commission.

Shelf Registration. On In the event that (A) the Company determines that the Exchange Offer Registration provided in Section 2(a) above is not available or prior to may not be consummated because it would violate applicable law or the Filing Dateapplicable interpretations of the SEC staff, (B) the Exchange Offer is not for any other reason consummated within 400 days after the Closing Date or (C) following the consummation of the Exchange Offer a Registration Statement must be filed and a Prospectus must be delivered by the Initial Purchasers in connection with any offering or sale of Registrable Securities because such Registrable Securities represent an unsold allotment of the Registrable Securities purchased by the Initial Purchasers from the Company, unless the Company has previously done so, the Company shall prepare and will (a) file with as soon as practicable after such determination or date, as the Commission case may be, a "shelf" Shelf Registration Statement covering providing for the sale by the Holders of 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-3 (except if the Company is not then eligible to register for resale of the Registrable Securities on Form S-3Securities, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (iib) use its commercially reasonable best efforts to cause the have such Shelf Registration Statement to be declared effective under by the Securities Act as promptly as possible after SEC and (c) keep the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Shelf Registration Statement continuously effective under until the Securities Act until second anniversary of the Closing Date or such date as is the earlier of (x) the date shorter period which will terminate when all of the Registrable Securities covered by such the Shelf Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to Shelf Registration Statement. In the event the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time file a Shelf Registration Statement solely as a result of the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent matters referred to in clause (125%C) of the number of shares of Registrable Securities remaining under the Registration Statementpreceding sentence, the Company shall file and have twenty declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (20) Business Days to file such additional which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration, and the Company shall use its best efforts agrees to cause such additional Registration Statement furnish to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number Holders of Registrable Securities to be issued upon conversion copies of any such supplement or amendment promptly after its being used or filed with the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementSEC.

Shelf Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission a "shelf" “Shelf” Registration Statement covering all the resale of 100% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415; provided, however, that if 100% of the Registrable Securities hereunder shall equal or exceed 30% of the issued and outstanding Common Stock of the Company (less any shares of Common Stock held by Affiliates of the Company) on the actual filing date of the initial Registration Statement, the initial Registration Statement shall register a number of shares of Common Stock which is equal to 30% of the issued and outstanding shares of Common Stock of the Company (less any shares of Common Stock held by Affiliates of the Company) on such actual filing date minus 10,000 shares of Common Stock (the “Registration Cap”), and the remaining Registrable Securities shall be subject to Section 3(c). In such event, the number of Registrable Securities to be registered for each Holder shall be reduced pro-rata among all Holders. In the event of any such reduction, Registrable Securities underlying the Long Term Warrants shall be omitted from the initial Registration Statement before Registrable Securities underlying the Debentures or Short Term Warrants are omitted from such initial Registration Statement. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Notwithstanding anything herein to the contrary, the Company shall (i) not permit any securities, other than the continue to use best efforts to register all Registrable Securities as promptly as possible and the securities listed on Schedule 2.1(c) if requested by Holders holding at least 50% of the Purchase then outstanding Registrable Securities not registered (based on advice from counsel to such Holders), shall seek to promptly register Registrable Securities in excess of the Registration Cap. Subject to the terms of this Agreement, to be included in the Registration Statement and (ii) Company shall use its best efforts to cause the 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 best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold sold, or (y) the date on which the Registrable Securities may be sold without any restriction volume restrictions pursuant to Rule 144 144(k), as determined by the counsel to the Company pursuant to a written opinion letterletter to such effect, addressed and acceptable to the Company's ’s transfer agent to such effect and the affected Holders (the "EFFECTIVENESS PERIOD"“Effectiveness Period”). If at any time and for any reason, an additional The Company shall telephonically request effectiveness of a Registration Statement is required to be filed because at such as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) Holders via facsimile of the number effectiveness of shares a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of Registrable Securities remaining under the a Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Company shall have twenty Trading Day after the Effective Date (20) Business Days to as defined in the Purchase Agreement), file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by a final Prospectus with the Commission as soon required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers foresaid shall be entitled to demand that the Company prepare and file deemed an additional Registration StatementEvent under Section 2(b).

Shelf Registration. On or prior The Company shall use commercially reasonable efforts to file no later than 60 days after the Closing Date (the “Filing Date”), a registration statement covering the Company shall prepare and file resale of the Securities (the “Registrable Shares”) with the Commission a "shelf" Registration Statement covering 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-3 (except , or if the Company Rule 415 is not then eligible to register available for resale offers and sales of the Registrable Securities on Form S-3Shares, in which case by such registration shall be on another appropriate formother means of distribution of the Registrable Shares as the Investor may reasonably specify (the “Initial Registration Statement”). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause effect the Registration Statement registration (including a declaration of effectiveness thereof by the Commission) and applicable qualifications or compliances (including the execution of any required undertaking to be declared file post-effective amendments, appropriate qualifications or exemptions under the applicable State Securities Act Laws and appropriate compliance with applicable securities laws, requirements or regulations) as promptly as possible practicable after the filing thereofof the Initial Registration Statement, but in any event prior to the date which is 90 days after the Filing Date (the “Effectiveness Date”). The Company shall, within two (2) Business Days after the Effectiveness Date, and to keep such Registration Statement continuously effective file a final prospectus with the Commission as required by Rule 424 under the Securities Act until such date Act. In the event that all of the Registrable Shares cannot, as is a result of the earlier rules and regulations of the Commission, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (xi) inform the date when all Registrable Securities covered by such Investor thereof, (ii) use commercially reasonable efforts to file amendments to the Initial Registration Statement have been sold or as required by the Commission and/or (yiii) withdraw the date on which Initial Registration Statement and use commercially reasonable efforts to file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of the Registrable Securities may Shares permitted to be sold without any restriction pursuant to Rule 144 as determined registered by the counsel to Commission, on Form S-3 or, if the Company pursuant is ineligible to register for resale the Registrable Shares on Form S-3, such other form available to register for resale the Registrable Shares as a written opinion lettersecondary offering; provided, addressed however, that prior to the Company's transfer agent to filing such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the amendment or New Registration Statement, the Company shall have twenty be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Shares. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (20ii) or (iii) above, the Company will use commercially reasonable efforts to file with the Commission, as promptly as practicable, one or more registration statements on Form S-3 or, if the Company is ineligible to register for resale the Registrable Shares on Form S-3, such other form available to register for resale those Registrable Shares that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements” and, collectively with the Initial Registration Statement and the New Registration Statement, the “Registration Statements”). Notwithstanding any other provision of this Agreement, if the Commission limits the number of Registrable Shares permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Shares), unless otherwise directed in writing by the Investor as to the Registrable Shares, the number of Registrable Shares to be registered on such Registration Statement will be reduced as follows: First, the Company shall reduce or eliminate any securities to be included other than the Registrable Shares; Second, the Company shall reduce the Registrable Shares. In the event of a cutback hereunder, the Company shall give the Investor at least three (3) Business Days prior written notice along with the calculations as to file such additional Registration Statementthe Investor’s allotment. Fees and Expenses. All expenses incurred by the Company in complying with Section 9(a), including all registration, qualification and filing fees, printing expenses, escrow fees, fees and expenses of counsel for the Company, blue sky fees and expenses and the Company expense of any special audits incident to or required by any such registration (but excluding the fees of legal counsel for the Investor or any holder of the Registrable Shares) shall use its best efforts to cause such additional Registration Statement to be declared effective borne by the Commission as soon as possible, but in no event later than forty (45) days after filingCompany. If at such time in All selling commissions applicable to the reasonable opinion sale of the Purchasers there is not Registrable Shares and all fees and expenses of legal counsel for the Investor or will not be a sufficient number of Registrable Securities to be issued upon conversion any holder of the principal amount Registrable Shares related to the registration and sale of the Notes then outstanding, Registrable Shares shall be borne by the Investor or upon the exercise holder of the Warrants then outstandingRegistrable Shares incurring such commissions, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statementfees or expenses.

Shelf Registration. On (a) The Company shall, at its sole cost, and no later than the Effective Date, file with the Securities and Exchange Commission (the “Commission”) a supplement to the Existing Shelf Registration Statement (the “Registration Statement Supplement”) to effect the registration under the Securities Act of all of the Securities in accordance with General Instruction I. D of Form S-3. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement effective for a period (the “Shelf Registration Period”) beginning with such filing and ending on the date that is the earliest of such time that: (i) all of the Securities have been disposed of pursuant to the Shelf Registration Statement; (ii) all of the Securities required to be issued in accordance with the terms of the Purchase Agreement have been issued thereunder and may be sold by the Holders pursuant to Rule 144(k) of the Securities Act; or (iii) two years from the date that the last Security is delivered to the Holders pursuant to Section 2.8 of the Purchase Agreement. During the Shelf Registration Period, if the Existing Shelf Registration Statement would in accordance with law expire, then prior to the Filing Datesuch expiration, the Company shall will, at its sole cost and no later than the date of such expiration, prepare and file with the Commission a "shelf" Registration Statement covering all Registrable Securities for new registration statement, on an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than to effect the Registrable registration under the Securities and the securities listed on Schedule 2.1(c) Act of the Purchase AgreementSecurities (the “Successor Registration Statement” and with the Existing Shelf Registration Statement, to be included in the “Shelf Registration Statement Statement”), and (ii) use its reasonable best efforts to cause the 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 Effectiveness Date, and to keep such Successor Registration Statement continuously (unless it becomes effective under automatically upon filing) within a period that avoids any interruption in the Securities Act until such date as is ability of the earlier Holders of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Existing Shelf Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion make registered dispositions of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementSecurities.

Shelf Registration. On By the date that is four months after the Effective Date of the Merger, Issuer shall, if requested by Investcorp or prior to the Filing DateOdyssey, the Company shall prepare and file with the Commission a an "shelfevergreen" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis shelf registration statement pursuant to Rule 415. The Registration Statement shall be 415 under the Securities Act (the "Shelf Registration") on Form S-3 (except if the Company is not then eligible or any successor form) with respect to register for resale the Registrable Securities issued in the Merger to the initial Holders thereof and, to the extent provided in the following sentence, their Transferees (provided that, from and after the time that an "Investcorp Client Distribution" has occurred, as defined in Section 1.05 of the Standstill Agreement dated as of December 19, 2001 by and among the Issuer, Investcorp IWO Limited Partnership and the other Stockholders named therein, the Investcorp Client Stockholders listed on Form S-3, Schedule A to such Standstill Agreement and their Transferees shall not be entitled to participate as selling stockholders in which case the Shelf Registration). A Transferee of Registrable Securities who acquires such registration Registrable Securities in a private transfer complying with Section 8(h) from a Holder of Registrable Securities included in the Shelf Registration shall not be entitled to be named as a selling shareholder in the Shelf Registration if doing so would require an amendment to the Shelf Registration; provided that such a Transferee shall be on another appropriate form). The Company shall entitled to be so included (if SEC rules and policy then permit such inclusion) in any amendment to the Shelf Registration (other than an amendment that is deemed to result from the filing by Issuer of a report or other document that is incorporated by reference into the Shelf Registration) otherwise filed by the Issuer subsequent to Issuer's receipt of (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to written notice from such Transferee requesting that such Transferee be included in the Registration Statement Shelf Registration, and (ii) use its best efforts the information which such Transferee is required by Section 7(a) to cause provide to Issuer; and, provided further that the Issuer shall file an amendment to the Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereofinclude any such Transferees (if SEC rules and policy then permit such inclusion) which have provided such notice and information and have not previously been included, but in any event prior the Issuer shall not be required to the Effectiveness Date, and to keep file such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) an amendment sooner than 12 months following the date on which the Registrable Securities may be sold without it filed any restriction pursuant to Rule 144 as determined by the counsel previous amendment to the Company pursuant Shelf Registration (other than an amendment that is deemed to result from the filing by Issuer of a written opinion letter, addressed to report or other document that is incorporated by reference into the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"Shelf Registration). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company Issuer shall use its best efforts to cause such additional have the Shelf Registration Statement to be declared effective by the Commission as soon as possiblepracticable after such filing, but in no event later than forty and shall use its best efforts to keep the Shelf Registration effective and updated, subject to Sections 7(b) and 7(c), from the date such Shelf Registration is declared effective until the earlier of (45i) days after filing. If at such time as all of the Registrable Securities shall cease to be Registrable Securities, and (ii) the date that is three years after the effective date of such registration statement. A Shelf Registration pursuant to this Section 2(i) shall not be deemed to have been effected (A) unless a Shelf Registration has become effective and remained effective in compliance with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the time provided in the reasonable opinion preceding sentence or (B) if after it has become effective and during the period it is required to remain effective, the Shelf Registration is interfered with by any stop order, injunction or other order or requirement of the Purchasers there is Commission or other governmental agency or court for any reason not or will not be a sufficient number attributable to the holders of Registrable Securities to be issued upon conversion and such order or injunction prevents the disposition of the principal amount Registrable Securities covered by such registration statement for a period that exceeds 120 days (less any period during which sales under such registration statement are suspended pursuant to Section 7(b) or 7(c)) during any 12-month period. The plan of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers distribution provided for in a Shelf Registration pursuant to this Section 2(i) shall be entitled to demand that the Company prepare and file not include an additional Registration Statementunderwritten public offering.

Shelf Registration. On or prior to the Filing Date, the (i) The Company shall prepare use its reasonable best efforts to promptly process, file and file with the Commission cause to become effective a "shelf" Registration Statement covering all Registrable Securities on Form S-3 (the "Shelf") for an offering to be made on a delayed or continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective 415 under the Securities Act as promptly as possible (or any similar rule that may be adopted by the SEC) and permitting sales in ordinary course brokerage or dealer transactions not involving an Underwritten Offering, the initial filing to be made not later than 30 days before the Shelf Registration Date in the event that the Initial Underwriting is consummated or 30 days after the filing thereofShelf Registration Date in the event that the Initial Underwriting Notice is not given or the Initial Underwriting is abandoned. Each Allright Holder which owns, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) on the date when all Registrable Securities covered by such Registration Statement have been sold or (y) of the date on which initial filing of the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect Shelf (the "EFFECTIVENESS PERIODInitial Filing Date"), Registrable Securities (each such Holder, an "Eligible Holder") shall have the right to resell such Registrable Securities under the Shelf until the date that such Eligible Holder sells all of such Registrable Securities, whether or not under the Shelf (such Eligible Holder's "Termination Date"). If The Carell Holders shall have the right to resell that amount of Registrable Securities under the Shelf which has an aggregate Market Value, on the Initial Filing Date, of (a) $150 million, plus (b) the Initial Underwriting Amount of the Carell Holders, less (c) the gross proceeds received by the Carell Holders in all sales of Registrable Securities before the Initial Filing Date (excluding gross proceeds received in the Exempted Transfers). The Carell Holders shall lose their right to sell under the Shelf once they have sold, in one or more transactions occurring after the Initial Filing Date, whether in the Initial Underwriting, the Extra Underwriting, under the Shelf or otherwise, at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number least that amount of shares of Common Stock into which equal to the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares amount of Registrable Securities remaining of the Carell Holders registered under the Shelf pursuant to this Section 3(b)(i) (the Carell Holders' "Termination Date"). The Company agrees to use its reasonable best efforts to keep the Shelf continuously effective and usable for resale of Registrable Securities until all Eligible Holders lose their rights to resell Registrable Securities under the Shelf. (ii) The Company agrees to include within the Method of Distribution for the Shelf the possible distribution by the Allright Holders to their respective investors of the Registrable Securities held by them; provided, that nothing herein shall restrict an Allright Holder from distributing Registrable Securities to its investors under the Shelf before it receives gross proceeds of at least its Initial Underwriting Amount, or sells an amount of Registrable Securities equal to at least its Initial Underwriting Amount. No Allright Holder may, however, transfer to its investors any registration rights granted hereunder when distributing Registrable Securities to such investors, unless the Company has failed to cause the Shelf to become effective within 45 days after the Shelf Registration StatementDate. (iii) Each Allright Holder agrees that, in the event that it shall have received gross proceeds of at least its Initial Underwriting Amount, or sold that amount of Registrable Securities equal to at least its Initial Underwriting Amount, with respect to one or more sales of Registrable Securities (whether in the Initial Underwriting, the Extra Underwriting (as defined in Section 3(c)), resales under the Shelf or otherwise), it shall be restricted from reselling Registrable Securities under the Shelf until the Carell Holders shall have received gross proceeds of at least $100 million in one or more sales of Registrable Securities (whether in the Initial Underwriting, the Extra Underwriting, resales under the Shelf or otherwise) after the date of this Agreement. The Carell Holders agree that, in the event that they shall have received gross proceeds of at least $100 million with respect to one or more sales of Registrable Securities (whether in the Initial Underwriting, the Extra Underwriting, resales under the Shelf or otherwise), they shall be restricted from reselling Registrable Securities under the Shelf until each of Apollo and AEW shall have received gross proceeds of at least its Initial Underwriting Amount in one or more sales of Registrable Securities (whether in the Initial Underwriting, the Extra Underwriting, resales under the Shelf or otherwise) after the Closing. Each of Apollo, AEW and the Carell Holders agrees to promptly notify the Company and each other in writing at such time that it has received sufficient gross proceeds for it to become restricted from resales pursuant to this Section 3(b)(iii). Notwithstanding the foregoing, nothing herein shall restrict the ability of any Holder to distribute Registrable Securities to its investors. (iv) In the event that one or more Holders exercises a Demand Right (as defined in Section 3(c)), then each Eligible Holder (including the Holder or Holders exercising such Demand Right and regardless of whether or not such Eligible Holder elects to participate in the Extra Underwriting related to such Company Notice) may not sell any Registrable Securities under the Shelf at any time after 30 days after receiving such Company Notice and before the Extra Underwriting End Date; provided, that nothing herein shall limit the ability of an Allright Holder to distribute Registrable Securities to its investors. (v) The Company shall have twenty (20) Business Days the right, at any time after the Allright Holders, collectively, own less than 7% of all the Registrable Securities received by the Allright Holders in the Merger, to file such additional Registration Statementterminate the Shelf and promptly process and file, and the Company shall use its reasonable best efforts to cause such additional to become effective, a Registration Statement on Form S-3 (the "Second Shelf") for an offering to be declared effective made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the Commission as soon as possibleSEC) and permitting sales in ordinary course brokerage or dealer transactions not involving an Underwritten Offering. The Company must register for resale under the Second Shelf all Registrable Securities that were registered for resale under the Shelf at the time the Shelf is terminated, but in no event later than forty (45) days after filing. If at such time in may also register for sale under the reasonable opinion Second Shelf all shares of Common Stock, and any other securities of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstandingCompany, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statement.desires to register for resale at such time. The Company shall cause the Second Shelf to remain effective at least up to the date until which the Company would, under the terms of this Agreement, be required to maintain the effectiveness of the Shelf, if otherwise not terminated pursuant to this Section 3(b)(v). The Holders shall not have any restrictions on their ability to resell Registrable Securities under the Second Shelf which are greater than the restrictions on their ability to resell Registrable Securities under the Shelf. (c)

Shelf Registration. On or prior to Within 180 days from the Filing Closing Date, the Company shall prepare and file with the Commission cause to be filed a registration statement (a "shelf" Registration Statement covering all Registrable Shelf Registration") on Form S-3 or any other appropriate form under the Securities Act for an offering to be made on a delayed or continuous basis pursuant to Rule 415. The Registration Statement shall 415 thereunder or any similar rule that may be on Form S-3 adopted by the Securities and Exchange Commission (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall "Commission") and permitting (i) sales of Warrants, both in ordinary course brokerage or dealer transactions or in any other transfer for consideration not permit any securitiesinvolving an underwritten public offering, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the 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 Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number sale of shares of Common Stock into which to the Notes Warrant Holders upon the exercise of this Warrant (together, the "Registrable Securities") (and in both cases shall register or qualify the shares to be sold in such offering under such other securities or "blue sky" laws, if any, as would be required pursuant to paragraph (d)(ii) hereof). In addition, shares of Common Stock ("HPA Party Common Stock") that are convertible and acquired upon the exercise of Warrants are exercisable exceeds one hundred twenty-five percent by HPA, Xxxxxxx X. Xxxxxx or Xxxxx X. Xxxxx, or any direct or indirect transferee of Warrants from any of them in transactions not involving a public offering (125%an "HPA Person"), shall constitute Registrable Securities and, subject to paragraph (c) below, shall be registered as part of the number Shelf Registration promptly upon such party's request. Prior to the filing of shares of Registrable Securities remaining under the Shelf Registration Statementor any supplement or amendment thereto, the Company shall have twenty (20) Business Days will furnish copies of the Shelf Registration or such amendment to file such additional Registration Statementone counsel designated by HPA, and will not file the Shelf Registration or such amendment without the prior consent of such counsel, which consent shall not be unreasonably withheld. The Company shall use its best reasonable efforts to (1) cause such additional the Shelf Registration Statement to be declared effective by the Commission as soon as possiblepracticable after its filing with the Commission and (2) keep the Shelf Registration continuously effective, but in no event later than forty subject to paragraph (45c) days after filingbelow. If at such time in The Company shall, if necessary, supplement or make amendments to the reasonable opinion of Shelf Registration, if required by the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that registration form used by the Company prepare and file an additional for the Shelf Registration Statementor by the instructions applicable to such registration form or by the Securities Act or the rules or regulations thereunder or as may reasonably be requested by HPA. The Company shall pay all Registration Expenses incurred in connection with the Shelf Registration.

Shelf Registration. On or prior (a) S-3 Registration. At any time that the Company is eligible to use Form S‑3, a Principal Holder may request (by written notice to the Filing Date, Company stating the number of Registrable Securities proposed to be sold and the intended method of disposition) that the Company shall prepare and file with the Commission a "shelf" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be registration statement on Form S-3 (except if an “S-3 Registration”) for a Public Offering of all or any portion of such Holder’s Registrable Securities, or that the Company is not then eligible take all steps necessary to register for resale the include such Registrable Securities on in a Form S-3, in which case such registration shall be on another appropriate form)S-3 that the Company has previously filed under Rule 415 under the Securities Act. The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the keep any S-3 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 Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such the date as of which all Registrable Securities have been sold pursuant to such S-3 Registration or another Registration Statement filed under the Securities Act (such period of effectiveness, the “Shelf Period”). The Company shall not be deemed to have used its reasonable best efforts to keep any S-3 Registration effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Holders not being able to offer and sell any Registrable Securities pursuant to such S-3 Registration during the Shelf Period, unless such action or omission is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold permitted pursuant to Section 2(c) or (y) required by applicable law, rule or regulation. Whenever the date on which the Registrable Securities may be sold without any restriction Company is required pursuant to Rule 144 as determined by this Section 4 to effect the counsel registration of Registrable Securities, each of the procedures and requirements of Section 2 (including but not limited to the requirement that the Company pursuant notify all Holders from whom notice has not been received and provide them with the opportunity to a written opinion letterparticipate in the offering and the postponement, addressed to the Company's transfer agent withdrawal and suspension provisions) shall apply to such effect (the "EFFECTIVENESS PERIOD")registration. If at any the time and for any reasonof such request the Company is a WKSI, such S-3 Registration shall, upon the approval of the Board, cover an additional Registration Statement is required to be filed because at such time the actual unspecified number of shares of Common Stock into which to be sold by the Notes are convertible Company and the Warrants are exercisable exceeds one hundred twentyHolders. The Company will use its reasonable best efforts to qualify for Form S-3 registration or a similar short-five percent (125%) of form registration. Notwithstanding the number of shares of Registrable Securities remaining under the Registration Statementforegoing, the Company shall have twenty (20) Business Days no obligation to file such additional Registration Statementeffect any underwritten offering pursuant to this Section 4 involving Substantial Marketing Efforts if, and based on the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by current market prices, the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities requested to be issued upon conversion included in such offering by the Holders would not yield gross proceeds to the selling Holders of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statementat least $25 million.

Shelf Registration. On or prior to (i) As soon as reasonably practicable after the Filing Datedate hereof, the Company Acquiror shall prepare and file with the Commission a "shelf" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis registration statement pursuant to Rule 415. The Registration Statement shall be on Form S-3 415 under the Securities Act (except if the Company is not then eligible "Shelf Registration") with respect to register for resale all of the Registrable Securities on Form S-3Securities. Acquiror shall, in which case such registration shall be on another appropriate form). The Company shall (isubject to Section 3(f) not permit any securitieshereof, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best reasonable efforts to cause the Shelf Registration Statement to be declared become effective under no later than at or immediately following the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, Effective Time and shall use its reasonable efforts to keep such the Shelf Registration Statement continuously effective under from the Securities Act date such Shelf Registration is effective until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (yA) the date on which the all Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined 144(k) or (B) the second anniversary of the date of the Effective Time, in order to permit the prospectus forming a part thereof to be usable by the counsel Holders during such period. The Shelf Registration shall provide for the offering and sale of the Registrable Securities to or through brokers or dealers, acting as principal or agent, in transactions (which may involve block transactions) on the New York Stock Exchange, in ordinary brokerage transactions, in negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or otherwise (including without limitation sales in transactions that comply with the provisions of Rule 144 or Rule 145, as applicable), or directly or indirectly through brokers or agents in private sales at negotiated prices, or through a combination of any such methods of sale, including but not limited to a bulk sale to a brokerage firm. In addition, subject to the Company pursuant provisions of Section 3(h), Acquiror shall be required to amend or supplement the Shelf Registration to provide for an underwritten public offering, whether on a firm commitment or best efforts basis or otherwise (an "Underwritten Takedown"), within a reasonable period of time after receipt by Acquiror of written opinion letternotice from the Holders holding a majority of the then outstanding Registrable Securities requesting an Underwritten Takedown; provided, addressed however, that, subject to the Company's transfer agent to provisions of Section 3(f), Acquiror must receive such effect written notice within 180 days after the Effective Time (the "EFFECTIVENESS PERIODUnderwritten Takedown Notice Period"). If at any time and for any reason, an additional Registration Statement is Acquiror shall not be required to be filed because at such time amend or supplement the actual number Shelf Registration to effect more than one (1) Underwritten Takedown, regardless of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) whether all, some or none of the number of shares of Registrable Securities remaining under are sold pursuant to the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementUnderwritten Takedown.

Shelf Registration. On or prior to the each Filing Date, the Company shall prepare and file with the Commission a "shelfShelf" Registration Statement covering all the resale of 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415; provided, however, that if 130% of the Registrable Securities hereunder shall equal or exceed 30% of the issued and outstanding Common Stock of the Company (less any shares of Common Stock held by Affiliates of the Company) on the actual filing date of the initial Registration Statement, the initial Registration Statement shall register a number of shares of Common Stock which is equal to 30% of the issued and outstanding shares of Common Stock of the Company (less any shares of Common Stock held by Affiliates of the Company) on such actual filing date minus 10,000 shares of Common Stock, and the remaining Registrable Securities shall be subject to Section 3(c). In such event, the number of Registrable Securities to be registered for each Holder shall be reduced pro-rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from the initial Registration Statement. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the "Plan of Distribution" attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the 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 best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold sold, or (y) the date on which the Registrable Securities may be sold without any restriction volume restrictions pursuant to Rule 144 144(k), as determined by the counsel to the Company pursuant to a written opinion letterletter to such effect, addressed and acceptable to the Company's transfer agent to such effect and the affected Holders (the "EFFECTIVENESS PERIODEffectiveness Period"). If at any The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern time and on a Trading Day. The Company shall immediately notify the Holders via facsimile of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for any reasoneffectiveness of a Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an additional Event under Section 2(b). If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%by Section 3(a) of the number of shares of Registrable Securities remaining under the Registration Statementherein, the Company shall be deemed to have twenty not satisfied this clause (20i)), or (ii) Business Days the Company fails to file such additional Registration Statementwith the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, and within five Trading Days of the date that the Company shall use is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) prior to its best efforts Effectiveness Date, the Company fails to cause file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such additional Registration Statement within 10 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission by its Effectiveness Date, or (v) after the Effectiveness Date, a Registration Statement ceases for any reason to remain continuously effective as soon to all Registrable Securities for which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 15 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as possiblean "Event", but and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 10 calendar day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as "Event Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder (calculated as if all convertible securities had been fully converted); provided, however, as to any partial liquidated damages payable as a result of the Event in clause (i) above, partial liquidated damages shall not be payable until the date that a subsequent Event occurs and if the corresponding Effectiveness Date occurs in the time period required hereunder, any liquidated damages otherwise due on account of an Event in clause (i) above shall be forgiven. The parties agree that (1) the Company shall not be liable for liquidated damages under this Agreement with respect to any Warrants or Warrant Shares, (2) in no event later than forty shall the Company be liable for liquidated damages under this Agreement in excess of 1.5% of the aggregate Subscription Amount of the Holders in any 30-day period and (453) the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be nine percent (9%) of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after filing. If the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such time in the reasonable opinion of the Purchasers there lesser maximum amount that is not or will not be a sufficient number of Registrable Securities permitted to be issued upon conversion paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the principal amount cure of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementEvent.

Shelf Registration. (a) On or prior to the each Filing Date, the Company shall prepare and file with the Commission a "shelf" “Shelf” Registration Statement covering all the resale of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. If for any reason the Commission does not permit all of the Registrable Securities to be included in such Registration Statement, then the Company shall prepare and file with the Commission a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statements, as expeditiously as possible, but in no event later than the date which is 30 days after the date on which the Commission shall indicate as being the first date such filing may be made. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The form in accordance herewith) and shall contain (unless otherwise directed by the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best efforts to cause the 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 best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (xi) the date when second anniversary of the Effective Date, (ii) such time as all Registrable Securities covered by such Registration Statement have been sold publicly or (iii) such time that all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction volume restrictions pursuant to Rule 144 144(k) as determined by the counsel to the Company pursuant to a written opinion letterletter to such effect, addressed and acceptable to the Company's ’s transfer agent and a copy of which is delivered to such effect the affected Holders (the "EFFECTIVENESS PERIOD"“Effectiveness Period”). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time To the actual number of shares of Common Stock into which extent permitted by the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration StatementCommission, the Company shall have twenty (20) Business Days to file such additional telephonically request effectiveness of a Registration Statement, and Statement as of 5:00 pm Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile of the effectiveness of a Registration Statement no later than one Trading Day after the Company shall use its best efforts to cause such additional receives notification from the Commission that the Commission has declared the Registration Statement to be declared effective by effective. The Company shall within two Trading Days after the Commission Effective Date (as soon as possible, but in no event later than forty (45) days after filing. If at such time defined in the reasonable opinion Purchase Agreement), file a Prospectus pursuant to Rule 424(b) with the Commission. Failure to so notify the Holder within two Trading Days of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers such notification shall be entitled to demand that the Company prepare and file deemed an additional Registration StatementEvent under Section 2(b).

Shelf Registration. On or prior to Following the Filing DateCommencement of Commercial ------------------ Operations and at the request of the Holders holding Registrable Securities having a Fair Market Value of not less than $25 million (collectively, the "Requesting Holders"), the Company shall notify (such notice a "Shelf Notification") each Holder not a Requesting Holder of the Company's intention to prepare and file with the Commission a "shelf" Registration Registrat ion Statement covering all Registrable Securities for an offering to be made on a delayed or a continuous basis pursuant to Rule 415. The 415 (or any appropriate similar rule that may be adopted by the Commission) under the Securities Act covering all or a portion of the Registrable Securities, and shall thereafter prepare and file such Registration Statement (the "Shelf Registration"). Each Holder not a Requesting Holder shall be on Form S-3 (except if notify the Company is not then eligible within thirty (30) days of receipt of a Shelf Notification if it intends to register for resale the include Registrable Securities on Form S-3held by it in such Shelf Registration; otherwise, such Holder shall have no right to include its Registrable Securities in which case such registration shall be on another appropriate form). The Company shall Shelf Registration or in any subsequent Shelf Registration; provided that a -------- ---- Holder not a Requesting Holder may subsequently request a Shelf Registration pursuant to this Section 2.2(a) if such Holder (i) notifies the Company within thirty (30) days of a Shelf Notification that (a) upon request of th e Company, it has agreed not permit any securities, other than the to include its Registrable Securities and in such Shelf Registration, or (b) by reason of contractual obligation or law, it cannot at the securities listed on Schedule 2.1(c) time of the Purchase Agreement, to be included Shelf Notification include its Registrable Securities in the a Shelf Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the in each subsequent request for a Shelf Registration, such Holder (collectively with other Holders not Requesting Holders making such request) must request registration of Registrable Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) with an aggregate Fair Market Value on the date when all of such request of not less than $25 million in Registrable Securities covered held by or issuable to such Holder(s). Each Shelf Registration Statement have been sold shall be on a Form S-3 or another appropriate form (y) unless the date on which Holders of the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined offered thereby reasonably request a specific form) permitting registration of such Registrable Securities for resale by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time Holders in the reasonable opinion of the Purchasers there is not manner or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstandingmanners reasonably designated by them (including, without limitation, one or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statementmore underwritten offerings).

Shelf Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission SEC a "shelf" Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415Securities. The Such Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (iform in accordance herewith) not permit any securities, other than relating to the offer and sale of the Registrable Securities and by the securities listed on Schedule 2.1(c) Holders thereof from time to time in accordance with the methods of the Purchase Agreement, to be included distribution set forth in the Registration Statement (such "Plan of Distribution" attached hereto as Annex A (as it may be modified in response to SEC comments)) and Rule 415 under the Securities Act, together with any registration statement to replace such registration statement upon expiration thereof, if any, (ii) hereinafter the "Shelf Registration"). Subject to the terms of this Agreement, the Company shall use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, thereof but in any event prior to no later than the Effectiveness Date, and Deadline. The Company shall use commercially reasonable efforts to keep address any comments from the SEC regarding such Registration Statement continuously effective under and to advocate with the SEC for the registration of all Registrable Securities in accordance with SEC Guidance. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the Registrable Securities on the Registration Statement due to limitations on the use of Rule 415 of the Securities Act until such date as is for the earlier resale of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel Holders (a "Rule 415 Limitation") or otherwise, the Registration Statement shall register the resale of a number of Shares which is equal to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual maximum number of shares as is permitted by the SEC, and, subject to the provisions of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statementthis Section 2.1, the Company shall have twenty (20) Business Days continue to file use its commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Article II. In such additional event, the number of Shares to be registered for each Holder in the Registration Statement, and the Statement shall be reduced pro rata among all Holders. The Company shall continue to use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective by register all remaining Registrable Securities as promptly as practicable in accordance with the Commission as soon as possibleapplicable rules, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion regulations and guidance of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementSEC.

Shelf Registration. On or prior to before the Filing thirtieth (30th) day after the Stockholder Approval Date, the Company shall prepare and file with the Commission SEC a "shelf" Registration Statement covering 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities registration statement on Form S-3, and any related qualification or compliance, with respect to the sale or distribution by the Holders on a delayed or continuous basis of all of the Registrable Securities (the “SHELF REGISTRATION”); PROVIDED, HOWEVER, that the Company shall not be obligated to effect such registration, qualification or compliance pursuant to this Section 2.2 in any particular jurisdiction in which case the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, and PROVIDED, FURTHER, that the Company shall have no obligation to register the Registrable Securities if Stockholder Approval is not received. The Company shall use commercially reasonable efforts to have the Shelf Registration declared effective by the SEC as promptly as practicable; PROVIDED, that in the event the Company receives notice from the SEC that the Shelf Registration will not be subject to SEC review, the Company shall have the S-3 Registration Statement declared effective as soon as possible following receipt of such notice from the SEC; PROVIDED, FURTHER, that in the event the Shelf Registration is reviewed by the SEC, the Company shall work diligently to resolve any SEC comments in favor of the Company as soon as possible and, following receipt of notice from the SEC that all such comments are resolved, will have the Shelf Registration declared effective as soon as possible thereafter; and PROVIDED, FURTHER, that in no event shall the Shelf Registration be declared effective later than the date that any other registration shall be statement filed by the Company after the Effective Date is declared effective (other than any registration statement relating to any Company employee benefit plan or any registration statement filed by the Company on another appropriate formForm S-4 that is not reviewed by the SEC). The Company shall (i) not permit any securities, other than leave the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included Shelf Registration in the Registration Statement and (ii) use its best efforts to cause the 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 Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act effect until such date as is the earlier of of: (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (yA) the date on which the all Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect shall either (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%i) of the number of shares of Registrable Securities remaining have been registered under the Registration StatementSecurities Act and been disposed of, the Company shall have twenty or (20ii) Business Days to file such additional Registration Statementbe, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities counsel to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional that has been delivered to the applicable Holders, saleable in a three (3) month period by the current Holders thereof without registration under the Securities Act pursuant to Rule 144 under the Securities Act; or (B) the date three (3) years from the date on which the Shelf Registration Statementis declared effective by the SEC (the “SHELF TERMINATION DATE”).

Shelf Registration. On or prior (a) Subject to the Filing Dateconsent of a majority of the Board, the Holder shall have the right to cause the Company shall prepare and to file a Registration Statement with the Commission a "shelf" Registration Statement covering all Registrable Securities on Form S-3 (provided that the Company is eligible to use such form) for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if 415 of the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form)Act. The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the such Registration Statement to be declared become effective under and to maintain the effectiveness of such shelf Registration Statement with respect to all or a portion of the Holder’s Registrable Securities Act as promptly as possible after in the filing thereof, but in any event prior to the Effectiveness DateCompany (a “Shelf Demand Registration”), and to keep use commercially reasonable efforts to cause such Registration Statement continuously effective under the Securities Act to become and maintain its effectiveness until such date time as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to consent of a majority of the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible Board and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration StatementHolder. If, however, the Company shall furnish to the Holder requesting a Registration Statement pursuant to this Section 4 a certificate signed by the Chief Executive Officer or President of the Company, within fifteen (15) days of receipt of the Shelf Demand Registration, stating that, (i) in the good faith judgment of the Board such Registration Statement would result in a premature disclosure of a matter the Board has determined would not be in the best interest of the Company to be disclosed at this time or would have twenty (20) Business Days to file such additional Registration Statementa material detrimental effect on the Company or any material transaction contemplated by the Company, and then the Company shall use its best efforts have the right to cause defer such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later filing for a period of not more than forty forty-five (45) days after filing. If at such time in the reasonable opinion receipt of the Purchasers there is not Shelf Demand Registration, or will not be (ii) the Company has on file or has current plans (which are diligently pursued in good faith) to file another registration statement with the Commission, other than a sufficient number of Registrable Securities Form S-8 relating to be issued upon conversion employee shares or stock options, then the Company shall have the right to defer the filing of the principal amount Registration Statement for a period of not more than one hundred and eighty (180) days after the receipt of the Notes then outstandingShelf Demand Registration. Unless the Holder shall agree in writing, or upon no other party, including the exercise of the Warrants then outstandingCompany, the Purchasers shall be entitled permitted to demand that the Company prepare and file an additional offer securities under any such Form S-3 Registration. Any such Shelf Demand Registration Statementshall be subject to piggyback rights as described under Section 5 below.

Shelf Registration. On or prior to the Filing Date, the The Company shall prepare and file with the Commission SEC, as soon as is reasonably practicable but in any event no later than the Filing Date (or, if the Filing Date is not on a "shelf" Business Day, the next succeeding Business Day), a Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415415 covering all of the Registrable Securities (the “Shelf Registration”). The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (except if including, without limitation, one or more underwritten offerings); provided, however, that no Holders shall be entitled to be named as selling securityholder in the Shelf Registration or to use the Prospectus forming a part thereof for resales of Registrable Securities unless such Holder is an Electing Holder. Subject to obtaining a waiver to its Amended and Restated Registration Rights Agreement dated February 25, 1999, the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, securities other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) Shelf Registration. The Company shall use its reasonable best efforts to cause such waiver to be obtained. The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event on or prior to the Effectiveness DateDate (or, if the Filing Date is not on a Business Day, the next succeeding Business Day), and to keep such the Shelf Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date that is 24 months from the Closing Date or, if later, 24 months from the last date on which any Convertible Notes are issued upon exercise of the Initial Purchaser’s option to purchase additional Convertible Notes (as it may be shortened pursuant to clause (A) or clause (B) immediately following, the “Effectiveness Period”), or such shorter period ending when (A) all the shares of Registrable Securities covered by such the Shelf Registration Statement have been sold or in the manner set forth and as contemplated in the Shelf Registration, (yB) the date on which all the Registrable Securities (x) held by persons who are not affiliates of the Company may be sold without any restriction resold pursuant to Rule 144 as determined by 144(k) under the counsel to the Company pursuant to a written opinion letterSecurities Act, addressed to the Company's transfer agent to such effect or (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required y) cease to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise (C) an additional Shelf Registration covering all of the Warrants then outstanding, Registrable Securities has been declared effective under the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementSecurities Act (a “Subsequent Shelf Registration”).

Shelf Registration. On or prior to before the Filing thirtieth (30th) day after the Stockholder Approval Date, the Company shall prepare and file with the Commission SEC a "shelf" Registration Statement covering 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities registration statement on Form S-3, and any related qualification or compliance, with respect to the sale or distribution by the Holders on a delayed or continuous basis of all of the Registrable Securities (the "SHELF REGISTRATION"); PROVIDED, HOWEVER, that the Company shall not be obligated to effect such registration, qualification or compliance pursuant to this Section 2.2 in any particular jurisdiction in which case the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. The Company shall use commercially reasonable efforts to have the Shelf Registration declared effective by the SEC as promptly as practicable; PROVIDED, that in the event the Company receives notice from the SEC that the Shelf Registration will not be subject to SEC review, the Company shall have the S-3 Registration Statement declared effective as soon as possible following receipt of such notice from the SEC; PROVIDED, FURTHER, that in the event the Shelf Registration is reviewed by the SEC, the Company shall work diligently to resolve any SEC comments in favor of the Company as soon as possible and, following receipt of notice from the SEC that all such comments are resolved, will have the Shelf Registration declared effective as soon as possible thereafter; and PROVIDED, FURTHER, that in no event shall the Shelf Registration be declared effective later than the date that any other registration shall be statement filed by the Company after the Effective Date is declared effective (other than any registration statement relating to any Company employee benefit plan or any registration statement filed by the Company on another appropriate formForm S-4 that is not reviewed by the SEC). The Company shall (i) not permit any securities, other than leave the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included Shelf Registration in the Registration Statement and (ii) use its best efforts to cause the 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 Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act effect until such date as is the earlier of of: (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (yA) the date on which the all Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect shall either (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%i) of the number of shares of Registrable Securities remaining have been registered under the Registration StatementSecurities Act and been disposed of, the Company shall have twenty or (20ii) Business Days to file such additional Registration Statementbe, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities counsel to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional that has been delivered to the applicable Holders, saleable in a three (3) month period by the current Holders thereof without registration under the Securities Act pursuant to Rule 144 under the Securities Act; or (B) the date three (3) years from the date on which the Shelf Registration Statementis declared effective by the SEC (the "SHELF TERMINATION DATE").

Shelf Registration. On or prior (a) Subject to the Filing Dateconsent of a majority of the Board, each Holder shall have the right to cause the Company shall prepare and to file a registration statement with the Commission a "shelf" Registration Statement covering all Registrable Securities on Form S-3 (provided that the Company is eligible to use such form) for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if 415 of the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form)Act. The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its commercially reasonable best efforts to cause such registration statement to become effective and to maintain the Registration Statement effectiveness of such shelf registration statement with respect to be declared effective under all or a portion of such Holders’ Registrable Securities in the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness DateCompany (a “Shelf Demand Registration”), and to keep use commercially reasonable best efforts to cause such Registration Statement continuously effective under registration statement to become and maintain its effectiveness. If, however, the Securities Act until such date as is Company shall furnish to the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold Holder or (y) the date on which the Registrable Securities may be sold without any restriction Holders requesting a registration statement pursuant to Rule 144 as determined this Section 4 a certificate signed by the counsel to Chief Executive Officer or President of the Company, within thirty (30) days of receipt of the Shelf Demand Registration, stating that, in the good faith judgment of the Board, a material acquisition or disposition by the Company pursuant to is being negotiated or has been publicly announced or that such registration statement would have a written opinion letter, addressed to material detrimental effect on the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty the right to defer such filing for a period of not more than ninety (2090) Business Days to file such additional Registration Statementdays after receipt of the Shelf Demand Registration; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period. If applicable and unless the Company shall use its best efforts elect to cause defer the Shelf Demand Registration as provided in the previous sentence, upon receipt of such additional Registration Statement to be declared effective by Shelf Demand Registration, the Commission as soon as possible, but in no event later than forty Company shall within ten (4510) business days after filingreceipt of such request, give written notice (the “Shelf Demand Notice”) of such request to all other Holders and will include in such registration all Registrable Securities with respect to which the Company receives written requests for inclusion therein within thirty (30) business days after it gives the Shelf Demand Notice to the applicable Holders. If Unless the Holder or at such time least a majority in the reasonable opinion interest of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of Holders demanding the principal amount of Shelf Demand Registration shall agree in writing, no other party, including the Notes then outstandingCompany (but excluding another Holder, or upon the exercise of the Warrants then outstanding, the Purchasers if applicable) shall be entitled permitted to demand that the Company prepare and file an additional offer securities under any such Shelf Demand Registration. Any such Shelf Demand Registration Statementshall be subject to piggyback rights as described under Section 5 below.

Shelf Registration. On If (i) because of any change in law or prior in currently prevailing interpretations thereof by the staff of the SEC, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, (ii) the Exchange Offer is not consummated within 240 days after the Issue Date or (iii) upon the request of any Initial Purchaser with respect to any Registrable Securities held by it, if such Initial Purchaser is not permitted, in the reasonable opinion of Debevoise & Plimpton, pursuant to applixxxxx xxw or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (other than due solely to the Filing status of such Initial Purchaser as an Affiliate of the Company or as a Participating Broker-Dealer) (any of the events specified in (i), (ii) or (iii) being a "Shelf Registration Event", and the date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or in lieu of conducting the Exchange Offer contemplated by Section 2(a), as the case may be, the Company shall prepare promptly notify the Holders in writing thereof and shall, at its cost, file with the Commission as promptly as practicable after such Shelf Registration Event Date and, in any event, within 90 days after such Shelf Registration Event Date, a "shelf" Shelf Registration Statement covering providing for the sale by the Holders of 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-3 (except if the Company is not then eligible to register for resale of the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, owned by Holders who have elected not to be included include such Registrable Securities in the such Shelf Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective or who have not complied with their obligations under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Datepenultimate paragraph of Section 3 hereof or under this paragraph, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its reasonable best efforts to cause such additional Shelf Registration Statement to be declared effective by the Commission SEC as soon as possible, but in no event later than forty (45) days after filingpracticable. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number No Holder of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company prepare in writing, within 15 days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company and file an additional the Guarantor by such Holder not materially misleading. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective and the Prospectus usable for resales for the earlier of: (a) the Rule 144(k) Period or (b) such time as all of the securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Securities (the "Effectiveness Period"). The Company shall not permit any securities other than (i) the Company's issued and outstanding securities possessing incidental registration rights and (ii) Registrable Securities, to be included in the Shelf Registration. The Company will, in the event a Shelf Registration Statement is declared effective, provide to each Holder of Registrable Securities covered thereby a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take any other action required to permit unrestricted resales of the Registrable Securities. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the 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 of Registrable Securities covered by such Shelf Registration Statement copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. On or prior to the Filing Date, the The Company shall prepare and file with the Commission will cause a "shelf" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be registration statement on Form S-3 (except if the Company is not then eligible ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form). The such other form available to the Company shall (i) not permit any securities, other than to register for resale the Registrable Securities and as a secondary offering) relating to the securities listed on Schedule 2.1(c) resale of the Purchase Agreement, Registrable Securities by the Registrable Securityholders on a continuous basis pursuant to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective Rule 415 under the Securities Act (the “Registration Statement”), to be filed with the Commission as promptly as possible after following the filing thereofdate hereof, but and in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of no later than ten (x10) days from the date when hereof, subject to extension pursuant to Section 3.1 hereof (the “Filing Deadline”). Notwithstanding the registration obligations set forth in this Agreement, in the event the Commission informs the Company that all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which of the Registrable Securities may cannot, as a result of the application of Rule 415, be sold without any restriction pursuant registered for resale as a secondary offering on a single registration statement, the Company agrees to Rule 144 promptly (i) inform each of the Registrable Securityholders thereof and use its commercially reasonable efforts to file amendments to the initial Registration Statement as determined required by the counsel Commission and/or (ii) withdraw the initial Registration Statement and file a new Registration Statement, in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such form available to the Company pursuant to a written opinion letter, addressed to register for resale the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the as a secondary offering; provided, however, that prior to filing such amendment or new Registration Statement, the Company shall have twenty (20) Business Days be obligated to file such additional use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules’ Compliance and Disclosure Interpretation 612.09. In the event the Company amends the initial Registration Statement or files a new Registration Statement, and as the case may be, under clauses (i) or (ii) above, the Company shall will use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective file with the Commission, as promptly as allowed by the Commission as soon as possibleor SEC Guidance provided to the Company or to registrants of securities in general, but in no event later than forty (45) days after filing. If at one or more registration statements on such time in form available to the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Company to register for resale those Registrable Securities to be issued upon conversion of that were not registered for resale on the principal amount of the Notes then outstandinginitial Registration Statement, as amended, or upon the exercise of the Warrants then outstanding, the Purchasers new Registration Statement. No Registrable Securityholder shall be entitled to demand that the Company prepare and file named as an additional “underwriter” in any Registration StatementStatement without such Registrable Securityholder’s prior written consent.

Shelf Registration. On or prior to The Company and the Filing Date, the Company Guarantors shall prepare and promptly file with the Commission SEC a "shelf" Registration Statement covering 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-3 (except if the Company is not then eligible to register for resale 415 covering all of the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form(the “Initial Shelf Registration”). The Company and the Guarantors shall (i) not permit any securities, other than use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on an appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) Guarantors shall use its best their respective commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event on or prior to the Effectiveness Date, Date and to keep such the Initial Shelf Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) from the date on which the Shelf Registration is declared effective by the SEC until the date that is one year following the effective date (or shorter period that will terminate when all the Registrable Securities covered by such Shelf Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to such Shelf Registration (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 144 174 under the Securities Act and as determined by otherwise provided herein. Notwithstanding anything to the counsel Table of Contents contrary in this Agreement, at any time, the Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental to the Company pursuant to if so disclosed or would otherwise materially adversely affect a written opinion letterfinancing, addressed to acquisition, disposition, merger or other material transaction or if such action is required by applicable law; provided that such delay shall extend the Company's transfer agent to Effectiveness Period of such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Initial Shelf Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of by the number of shares days of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementShelf Suspension Period.

Shelf Registration. On or prior to 2.1.1 The Company shall, as soon as reasonably practicable, but in any event within thirty (30) days after the Filing Closing Date, the Company shall prepare and file with the Commission a "shelf" Registration Statement covering under the Securities Act to permit the public resale of 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-3 (except if the Company is not then eligible to register for resale the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on Form S-3, the terms and conditions specified in which case such registration this subsection 2.1.1 and shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its reasonable best efforts to cause the such Registration Statement to be declared effective under the Securities Act as promptly soon as possible practicable after the filing thereof, but in any no event prior later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on Form S-3 or, if Form S-3 is not then available to the Effectiveness DateCompany, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to keep permit any Holder to sell such Registration Statement continuously effective Registrable Securities pursuant to Rule 415 under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined successor or similar provision adopted by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If Commission then in effect) at any time and beginning on the effective date for any reason, an additional such Registration Statement. A Registration Statement is required filed pursuant to be filed because at such time this subsection 2.1.1 shall provide for the actual number resale pursuant to any method or combination of shares of Common Stock into which the Notes are convertible methods legally available to, and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statementrequested by, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Holders. The Company shall use its best efforts to cause such additional a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be declared effective supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Commission as Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as possiblepracticable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in no any event later than forty within one (451) days after filingbusiness day of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. If at such time When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 reasonable opinion case of any Prospectus contained in such Registration Statement, in the light of the Purchasers there circumstances under which such statement is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statementmade).

Shelf Registration. (a) On or prior to the each Filing Date, the Company 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 on a continuous basis pursuant to Rule 415. The Any Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate formform in accordance herewith, subject to the provisions of Section 2(e)), provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. The If pursuant to SEC Guidance, such alternative appropriate form requires Holder to be named as an “underwriter,” and Holder chooses not to give consent to be so named, the Company’s obligations under this subsection register on another appropriate form shall be waived. Subject to the terms of this Agreement, the Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (ii) use its best commercially reasonable efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 4(c)) to be declared effective under the Securities Act as promptly as possible reasonably practicable after the filing thereof, but in any event prior to no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when that all Registrable Securities covered shall cease to be Registrable Securities as provided herein (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement have been sold or (y) Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to of such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by a final Prospectus with the Commission as soon 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 possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers foresaid shall be entitled to demand that the Company prepare and file deemed an additional Registration StatementEvent under Section 2(d).

Shelf Registration. On Upon the written request of one or prior to the Filing Date, more Requesting Purchasers that the Company shall prepare and file with effect the Commission registration under the Securities Act of such Requesting Purchasers' Registrable Securities pursuant to a "shelf" Registration Statement covering registration statement, the Company promptly will give written notice of such requested registration to all Registrable Securities for an offering to be made other Purchasers, and will thereafter file such a "shelf" registration statement on a continuous basis any appropriate form pursuant to Rule 415. The 415 (or similar rule that may be adopted by the SEC) under the Securities Act (a "SHELF REGISTRATION"), which Shelf Registration Statement shall be on Form S-3 will cover (except if the Company is not then eligible to register for resale i) the Registrable Securities on Form S-3, in which case that the Company has been so requested to register by such registration shall be on another appropriate form). The Company shall (i) not permit any securities, other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement Requesting Purchasers and (ii) all other Registrable Securities that the Company has been requested to register by any other Purchasers by written request given to the Company within 15 days after the Company's giving of written notice of the Requesting Purchasers' requested registration. The Company hereby agrees to file such registration statement as promptly as practicable following the request therefor, and in any event within 60 days following the date such request is received by the Company, and thereafter to use its best commercially reasonable efforts to cause the such Shelf Registration Statement to be declared become effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior and thereafter to the Effectiveness Datekeep it continuously effective, and to keep such Registration Statement continuously effective under prevent the Securities Act until such date as is happening of any event of the earlier of kind described in Section 4(c)(3), (x4), (5) the date when all Registrable Securities covered by such Registration Statement have been sold or (y6) hereof that requires the Company to give notice pursuant to the last paragraph of Section 4 hereof, for a period terminating on the third year anniversary of the date on which the SEC declares the Shelf Registration effective, or such shorter period as shall terminate on the date on which all the Registrable Securities may be covered by the Shelf Registration have been sold without any restriction pursuant to Rule 144 as determined such Shelf Registration. The Company shall be obligated to file only one Shelf Registration and shall not be obligated to file a Shelf Registration if three Demand Registrations (hereinafter defined) have been effected under Section 2(b). The Company further agrees to promptly supplement or make amendments to the Shelf Registration, if required by the counsel rules, regulations or instructions applicable to the registration form utilized by the Company pursuant to a written opinion letter, addressed to or by the Company's transfer agent to such effect (Securities Act or rules and regulations thereunder for shelf registration or if requested by Participating Purchasers holding in the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number aggregate in excess of shares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) 50% of the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective covered by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion Shelf Registration or any underwriter of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the principal amount of the Notes then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration StatementSecurities.