Common use of Additional Registrable Securities Clause in Contracts

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Exercise Price (as defined in the Warrants and the Placement Agent Warrants, respectively) such that additional shares of Common Stock become issuable upon the exercise of the Warrants and/or Placement Agent Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) Business Days after the request of any Investor or the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadline.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Exercise Warrant Price (as defined in the Warrants and the Placement Agent Warrants, respectivelyWarrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants and/or Placement Agent Warrants, upon the written demand of any Investor the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), ) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person (other than the Other Investors) who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their Investors’ counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten thirty (1030) Business Days after days of the request written demand of any Investor or the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”)Investor, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadlinecash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Exercise Price (as defined in the Warrants and the Placement Agent Warrants, respectivelyapplicable Warrant) such that additional shares of Common Stock Shares become issuable upon the exercise of the Warrants and/or Placement Agent Warrants(the “Additional Shares”), the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 F-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 F-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), ) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Shares resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any Common Shares or other securities for the account of those rights with respect to such Registration Statementany other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) Business Days after of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Filing Deadline”), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.52.0% of the aggregate amount invested Purchase Price paid by such the Investor pursuant to the applicable Purchase Agreement for the Registrable Securities for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Additional Shares Filing Deadline for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within no later than three (3) Business Days after the last day end of each month following the Additional Shares Deadlinesuch 30-day period.

Additional Registrable Securities. Upon the written demand of any Investor and upon following any change in the Exercise Warrant Price (as defined in the Warrants and the Placement Agent Warrants, respectively) such that additional shares of Common Stock become issuable upon the exercise of the Warrants and/or or the Placement Agent Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its commercially reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Investors, the Placement Agent and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten thirty (1030) Business Days after the request of any Investor or days following the occurrence of any the event giving rise to the issuance of the events specified in this Section 2(a)(ii) (the “such Additional Shares Deadline”)Shares, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. The parties agree that the Company will not be liable for any liquidated damages in respect of the Warrants or the Placement Agent Warrants. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadlinecash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Exercise Warrant Price (as defined in the Warrants and the Placement Agent Warrants, respectivelyWarrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants and/or Placement Agent Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), ) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If Subject to the limitation set forth in Section 2(d), if a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC promptly and, in any event within ten (10) Business Days after of the request of any Investor or the occurrence of any of a change in the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”)Warrant Price as described above, the Company will make pro rata payments payment to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested purchase price paid by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadlinecash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Exercise Warrant Price (as defined in the Warrants and the Placement Agent Warrants, respectivelyWarrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants and/or Placement Agent Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) Business Days after of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadlinecash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in a Conversion Price (as defined in the Certificate of Designations) or the Exercise Price (as defined in the Warrants and the Placement Agent Warrants, respectivelyWarrant) such that additional shares of Common Stock become issuable upon the conversion of the Preferred Stock or the exercise of the Warrants and/or Placement Agent Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the related Registration Statement filed pursuant to clause clauses (i) or (ii) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall be entitled to include shares of Common Stock issuable upon conversion of its outstanding Convertible Debentures and any payment-in-kind interest thereon. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii2(a)(iii) and is not filed with the SEC within ten (10) five Business Days after of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”2(a)(iii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive sole monetary remedy for such eventsevents but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadlinecash.

Additional Registrable Securities. Upon the written demand of any Investor Purchaser and upon any change in the Exercise Conversion Price (as defined in the Warrants and the Placement Agent Warrants, respectively) such that additional shares of Common Stock become issuable upon the exercise conversion of the Warrants and/or Placement Agent WarrantsNotes (the “Additional Shares”), the Company shall promptly (and in any event within fifteen (15) Business Days of any such written demand) prepare and file with the SEC one or more Registration Statements on Form S-3 or S-3, if such Registration Statement has not previously been declared effective, amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective above (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), ) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments (that cannot be resolved despite commercially reasonable efforts of the Company), such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Purchaser shall be named as an “underwriter” in the Registration Statement without the Purchaser’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Purchasers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel (for their review and reasonable comment) prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) Business Days after the request of any Investor or the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadline.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Exercise Conversion Price (as defined in the Warrants and Preferred Stock) or the Placement Agent Warrants, respectivelyWarrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the conversion of the Shares or the exercise of the Warrants and/or Placement Agent Warrants(the “Additional Shares”), the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) five Business Days after of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadlinecash.

Additional Registrable Securities. Upon the written demand of any Investor and Investor, upon any change in the Exercise Warrant Price (as defined in the Warrants and Warrants) or the Placement Agent Warrants, respectivelyConversion Price (as defined in the Notes) such that additional shares of Common Stock Ordinary Shares become issuable upon the exercise of the Warrants and/or Placement Agent Warrantsor the conversion of the Notes, and upon any increase in the number of Payment Shares to be issued under the Notes beyond those covered by the Registration Statement, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 F-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 F-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock Ordinary Shares (the “Additional Shares”)), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Ordinary Shares resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) five Business Days after of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares cash. For the avoidance of Common Stockdoubt and as an example only, as determined by each Investorin the event that a Registration Statement covering US$100,000 of Ordinary Shares was filed three days late, and shall the Company would be paid monthly within three (3) Business Days after liable for liquidated damages in the last day amount of each month following the Additional Shares DeadlineUS$100.00.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Exercise Warrant Price or any change in the number of Warrant Shares purchaseable under the Warrant (as defined in the Warrants and the Placement Agent Warrants, respectively) such that additional shares of Common Stock become issuable upon the exercise of the Warrants and/or Placement Agent Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “"Additional Shares”")), ) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) Business Days after days of the request of any Investor or the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”)Investor, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 3010-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments The amounts payable as liquidated damages pursuant to this paragraph shall be payable in partial compensation to lawful money of the InvestorsUnited States, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, amounts payable as determined by each Investor, and liquidated damages shall be paid monthly within three two (32) Business Days after of the last day of each month following such 10-day period during which the Registration Statement should have been filed for which no Registration Statement was filed with respect to the Additional Shares DeadlineShares.

Additional Registrable Securities. Upon the written demand of any the Investor and upon any change in the Exercise Warrant Price (as defined in the Warrants and the Placement Agent Warrants, respectivelyWarrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants and/or Placement Agent Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), subject to the Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Investor and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten twenty (1020) Business Days after of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”), the Company will make pro rata payments pay to each the Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the InvestorsInvestor, and shall not constitute the Investors’ Investor’s exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadline.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Exercise Conversion Price (as defined in the Warrants and Certificate of Designations) or the Placement Agent Warrants, respectivelyWarrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the conversion of the Shares or the exercise of the Warrants and/or Placement Agent Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 SB-2 or amend the Registration Statement filed pursuant to clause (i) or (ii) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “"Additional Shares”)"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel Lowenstein Sandler PC prior to its filing or other submission. If a Registration Statement Rxxxxxxxxxxx Xxxxxxent covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) Business Days after the request of any Investor or the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadline.Section

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Exercise Price (as defined in the Warrants and the Placement Agent Warrants, respectively) such that additional shares of Common Stock become issuable upon the exercise of the Warrants and/or Placement Agent Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “"Additional Shares”)"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) Business Days after the request of any Investor or the occurrence of any of the events specified in this Section 2(a)(ii) (the “"Additional Shares Deadline”"), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.52.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadline.

Additional Registrable Securities. Upon the written demand of any Investor the Required Lenders and upon any change in the Exercise Warrant Price (as defined in the Warrants and the Placement Agent Warrants, respectivelyWarrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants and/or Placement Agent Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if the Company is ineligible to use Form S-3 is S-3, a Registration Statement on Form S-1, for an offering to be made on a continuous basis pursuant to Rule 415 of the 1933 Act registering the resale from time to time pursuant to any method or combination of methods legally available to, and requested by, the Lenders of all of the Registrable Securities then held by such Lenders that are not then available to the Company, on such form of covered by an effective resale registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), ) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Lenders and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) Business Days after the request of any Investor or the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadline.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Exercise Warrant Price (as defined in the Warrants and the Placement Agent Warrants, respectivelyWarrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants and/or Placement Agent Warrants(the “Additional Shares”), the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), ) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor (other than the Placement Agent or any Affiliate or transferee of the Placement Agent) shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) Business Days after of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Filing Deadline”), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.52.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Additional Shares Filing Deadline for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within no later than three (3) Business Days after the last day end of each month following the Additional Shares Deadlinesuch 30-day period.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Exercise Warrant Price (as defined in the Warrants and the Placement Agent Warrants, respectivelyWarrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants and/or Placement Agent Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights that would require inclusion in the Registration Statement a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) five Business Days after of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadlinecash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Exercise Conversion Price (as defined in the Warrants and Notes) or in the Placement Agent Warrant Price (as defined in the Warrants, respectively) such that additional shares of Common Stock become issuable upon the due conversion of the Notes or the due exercise of the Warrants and/or Placement Agent Warrants(the “Additional Shares”), the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, or on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) five Business Days after of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadlinecash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Exercise Price (as defined in the Warrants and the Placement Agent Warrants, respectively) such that additional shares of Common Stock become issuable upon the exercise final determination of the Warrants and/or Placement Agent Warrantsnumber of Make-Whole Shares pursuant to the Purchase Agreement , the Company shall prepare and file with the SEC one or more a Registration Statements on Form S-3 F-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective subject to applicable law (or, if Form S-3 F-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Make-Whole Shares”)), ) covering the resale of the Additional Make-Whole Shares, but only to the extent the Additional Make-Whole Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Ordinary Shares resulting from stock splits, stock dividends or similar transactions with respect to the Additional Make-Whole Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any Ordinary Shares or other securities for the account of those rights with respect to such Registration Statementany other holder without the prior written consent of the Investor. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Investor and their its counsel prior to its filing or other submission. If a Registration Statement covering the Additional Make-Whole Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten twenty (1020) Business Days after the request of any Investor or the occurrence of any final determination of the events specified in this Section 2(a)(ii) number of Make-Whole Shares pursuant to the Purchase Agreement (the “Additional Make-Whole Shares Filing Deadline”), the Company will make pro rata payments to each the Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by the Investor attributable to such Investor Make-Whole Shares for each such 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Make-Whole Shares Filing Deadline for which no Registration Statement is filed with respect to the Additional Make-Whole Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ Investor’s exclusive monetary remedy for such events, but shall not affect the right of the Investor to seek injunctive relief. Such payments shall be made to each the Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within no later than three (3) Business Days after the last day end of each month following 30-day period. Notwithstanding anything herein or in the Additional Purchase Agreement to the contrary, (i) in no event shall the aggregate liquidated damages payable pursuant to this Agreement exceed in the aggregate ten percent (10%) of the aggregate purchase price of the Shares Deadlinepaid by the Investor pursuant to the Purchase Agreement.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Exercise Warrant Price (as defined in the Warrants and the Placement Agent Warrants, respectively) such that additional shares of Common Stock become issuable upon the due exercise of the Warrants and/or Placement Agent Warrants(the “Additional Shares”), the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, or on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) five Business Days after of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”), the Company will make pro rata payments to each the Xxxxxxx Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such the Xxxxxxx Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ Xxxxxxx Investor’s exclusive monetary remedy for such events, but shall not affect the right of the Xxxxxxx Investor to seek injunctive relief. Such payments shall be made to each the Xxxxxxx Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadlinecash.

Additional Registrable Securities. Upon the written demand of any Investor and upon the occurrence of any change in event (other than an event covered by Rule 416 under the Exercise Price (as defined in the Warrants and the Placement Agent Warrants, respectively1000 Xxx) such that additional shares of Common Stock become issuable upon to the exercise Investors pursuant to the terms of the Warrants and/or Placement Agent Warrantstransactions described in the recitals to this Agreement (the “Additional Shares”), following the Restriction Termination Date, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 covering the resale of the Additional Shares or amend the relevant Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other Person without the prior written consent of the Required Investors, except the Company may include any shares issuable to any other Person in the transactions giving rise to the issuance or potential issuance of any Additional Shares. Subject to any SEC comments, each Registration Statement filed pursuant to Section 2(a)(ii) shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver include the plan of those rights with respect to distribution attached hereto as Exhibit B; provided however, that no Investor shall be named as an “underwriter” without such Registration StatementInvestors prior written consent. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and and/or their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten thirty (1030) Business Days after days of the request of any Investor made after the Restriction Termination Date or upon the occurrence of any of the events specified in this Section 2(a)(ii) (but in any event not prior to the “Additional Shares Deadline”Restriction Termination Date), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by Market Price (as defined in the Amended and Restated Notes) of the Registrable Securities to be included in the applicable Registration Statement as of the date such Investor Registration Statement is required to be filed (assuming such Registrable Securities were issued and outstanding as of such date) for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadlinecash.

Additional Registrable Securities. Upon the written demand of any Investor and upon following any change in the Exercise Warrant Price (as defined in the Warrants and the Placement Agent Warrants, respectivelyWarrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants and/or Placement Agent Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the Registration Statement filed pursuant to clause (i) or (ii) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), ) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii2(a)(iii) and is not filed with the SEC within ten (10) five Business Days after of the request demand of any Investor or the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”)Investor, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadlinecash.

Additional Registrable Securities. Upon the written demand of any Investor Purchaser and upon any change in the Exercise Conversion Price (as defined in the Warrants and the Placement Agent Warrants, respectively) such that additional shares of Common Stock become issuable upon the exercise conversion of the Warrants and/or Placement Agent WarrantsNotes (the “Additional Shares”), the Company shall promptly (and in any event within fifteen (15) Business Days of any such written demand) prepare and file with the SEC (A) one or more Registration Statements on Form S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”))) or (B) an amendment to an effective Registration Statement, in each case covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments (that cannot be resolved despite commercially reasonable efforts of the Company), such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Purchaser shall be named as an “underwriter” in the Registration Statement without the Purchaser’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Purchasers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel (for their review and reasonable comment) prior to, in the case of a Registration Statement which has not been filed with the SEC prior to the date of such written demand or change in the Conversion Price, its filing or other submission. If submission or, in the case of a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not which has been filed with the SEC within ten (10) Business Days after prior to the request date of such written demand or change in the Conversion Price, the filing of any Investor amendment or the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadlinesupplement thereto.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Exercise Warrant Price (as defined in the Warrants and the Placement Agent Warrants, respectivelyWarrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants and/or Placement Agent Warrants, upon the written demand of any Investor the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), ) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their Investors’ counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten thirty (1030) Business Days after days of the request written demand of any Investor or the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”)Investor, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadlinecash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Exercise Price (as defined in number of Conversion Shares issuable under the Warrants and or the Placement Agent WarrantsDebentures, respectively) such that additional shares of Common Stock become issuable upon the exercise of the Warrants and/or Placement Agent Warrantsor the conversion of the Debentures, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-1 (unless Form S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such other form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the Registrable Securities, subject to the Investor’s consent)(the “Additional Shares”)), ) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed thereunder. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person (other than Xxxxxx Xxxxx and Elan Corporation, plc) who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten thirty (1030) Business Days after the request days of any Investor change in the number of Conversion Shares issuable under the Warrants or the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”)Debentures, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.50.5% of the aggregate amount invested by such Investor for each 3010-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional cash, or, at the Investor’s election, in a number of shares of Common Stock, as Stock determined by each Investordividing the amount of such payment by $0.10. In the case of cash payments, the amounts payable as liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States, and all such amounts payable or shares deliverable as liquidated damages shall be paid monthly or certificates shall be delivered, as the case may be, within three two (32) Business Days after of the last day of each month following such 10-day period during which the Registration Statement should have been filed for which no Registration Statement was filed with respect to the Additional Shares DeadlineShares.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Exercise Warrant Price (as defined in the Warrants and the Placement Agent Warrants, respectivelyWarrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants and/or Placement Agent Warrants(the “Additional Shares”), the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), ) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) Business Days after 20 days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadlinecash.

Additional Registrable Securities. Upon (i) any exercise of a Series B Warrant, or (ii) the written demand of any Investor and upon any change in the Exercise Conversion Price (as defined in the Warrants and Notes) or in the Placement Agent Warrant Price (as defined in the Warrants, respectively) such that additional shares of Common Stock Registrable Securities are issued or become issuable upon (the exercise of the Warrants and/or Placement Agent Warrants“Additional Shares”), the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to the Company to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), ) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent.. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to such Registration StatementCommon Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten thirty (1030) Business Days after of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Filing Deadline”), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed Additional Shares Filing Deadline for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within no later than three (3) Business Days after the last day end of each month following the Additional Shares Deadline30-day period.

Additional Registrable Securities. Upon the written demand of any Investor Holder and upon any change in the Exercise Conversion Price (as defined in the Warrants and Shares) or the Placement Agent Warrants, respectivelyWarrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise conversion of the Warrants and/or Placement Agent WarrantsShares, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “"Additional Shares”)"), subject to the Required Holders' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts have the right to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to include the Other Securities in such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Holders and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) five Business Days after of the request of any Investor Note Holder or upon the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor Note Holder for his Note for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the InvestorsNote Holders, and shall not constitute the Investors’ Note Holders' exclusive remedy for such events. Such payments shall be made to each Investor Note Holder in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadlinecash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Exercise Price (as defined in the Warrants and the Placement Agent Warrants, respectively) such that additional shares of Common Stock become issuable upon the exercise of the Warrants and/or Placement Agent Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “"Additional Shares”)"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten five (105) Business Days after the request of any Investor or the occurrence of any of the events specified in this Section 2(a)(ii) (the “"Additional Shares Deadline”"), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.52.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadline.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Exercise Warrant Price (as defined in the Warrants and the Placement Agent Warrants, respectivelyWarrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants and/or Placement Agent Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-1, S-2 or S-3 or amend the Registration Statement filed pursuant to clause pursuanx xx xxxxse (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is such Forms are not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “"Additional Shares”)"), subject to the Required Investors' consent not to be unreasonably withheld) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its commercially reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) five Business Days after of the request of any Investor or after the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5the greater of (i) 1.25% of 50% of the aggregate amount invested Investor's Subscription Amount or (ii) 1.25% of the product of (x) the Investor's Per Share Subscription Price multiplied by such Investor (y) the sum of (i) the Shares and (ii) the Warrant Shares then held by the Investor, for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadlinecash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Exercise Warrant Price (as defined in the Warrants and the Placement Agent Warrants, respectivelyWarrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants and/or Placement Agent Warrants(the “Additional Shares”), the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”))Registrable Securities, subject to the Required Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its commercially reasonable best efforts to obtain from each person who now has piggyback registration rights rights, except for JDS Uniphase Corporation, Tri-Valley Campus I, LLC and the Other Investors, a waiver of those rights with respect to such the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) Business Days after of the request of any Investor or the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”)Investor, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata (but not for any portion thereof thereof) following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadlinecash.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in following the Exercise Price (as defined in issuance by the Warrants and the Placement Agent Warrants, respectively) such that Company of additional shares of Common Stock become issuable upon the exercise pursuant to Section 7.10 of the Warrants and/or Placement Agent WarrantsPurchase Agreement, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “"Additional Shares”)), ") covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Investor and their its counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten thirty (1030) Business Days after days of the request of any Investor or the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares "Demand Deadline”"), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of such portion of the aggregate amount invested by such Investor in the Shares as is represented by such Additional Shares for each 30-day period any month or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall ; provided, however, that the Demand Deadline may be extended for up to 30 days in partial compensation the event that the Company is not then eligible to use Form S-3 to effect a registration for resale of the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares DeadlineRegistrable Securities.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in (a) the Exercise Conversion Price (as defined in the Trust Deed and Terms and Conditions executed with respect to the Convertible Bonds (the “Trust Deed”)) with respect to the Convertible Bonds, or (b) the Subscription Price (as defined in the Warrant Instrument executed in respect of the Warrants) of the Warrants and or the Placement Agent Warrants, respectively) such that additional number of shares of Common Stock become issuable upon the exercise of the outstanding Warrants and/or Placement Agent Warrants(such additional shares of Common Stock referenced in (a) and (b) above shall be referred to herein as “Additional Shares”), prior to the issuance of any Additional Shares, the Company shall prepare and file file, as soon as practicable but in any event within thirty (30) days of such change, with the SEC one or more Registration Statements on Form S-3 S-1, or, if available, Form S-3, or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”))effective, covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel Holders prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) Business Days after the request of any Investor or the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadline.

Additional Registrable Securities. Upon the written demand of any Investor the Investors and only upon any change increase pursuant to Sections 4 and 5 of the Warrants in the Exercise Price number of “Warrant Shares” (as that term is defined in the Warrants) purchasable under the Warrants and the Placement Agent Warrants, respectively) such that additional shares of Common Stock become issuable upon the exercise of the Warrants and/or Placement Agent such Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement Registration Statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), ) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416)Act, such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver Registration Statement may include shares of Common Stock other than those held by the Holders, provided that the inclusion of those rights with respect to such shares would not affect the plan of distribution included in the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Holders and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten thirty (1030) Business Days after days of the request of any Investor or the occurrence of any of the events specified in this Section 2(a)(ii) Investors (the an “Additional Shares DeadlineDefault”), the Company will make pro rata payments to each InvestorHolder, as liquidated damages (and not as a penalty, as damages are impossible to forecast or predict and these amounts are deemed reasonable in all respects), in an amount equal to 1.51.0% of the aggregate amount invested by such Investor Holder (the amount invested by a Holder shall include the aggregate principal amount of the Notes acquired by such Holder and shall exclude any amount attributable to the Warrants acquired by such Holder pursuant to the Purchase Agreement) for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation Notwithstanding anything to the Investorscontrary in Section 6 hereof or any other provision of this Agreement, and the issuance of cash as provided in this Section 2(a)(ii) shall not constitute the InvestorsHolders’ sole and exclusive remedy for such eventsin the event of any Additional Shares Default; provided, further, however, that if the foregoing remedy is deemed unenforceable by a court of competent jurisdiction then the Holder shall have all other remedies available at law or in equity. Such payments shall be made to each Investor Holder in cash or additional shares cash. The amounts payable as liquidated damages pursuant to this paragraph shall be payable in lawful money of Common Stock, as determined by each Investorthe United States, and amounts payable as liquidated damages shall be paid monthly within three five (35) Business Days after of the last day of each month following such 30-day period during which the Registration Statement should have been filed for which no Registration Statement was filed with respect to the Additional Shares DeadlineShares.

Additional Registrable Securities. Upon the written demand of any the Investor and upon any change in the Exercise Warrant Price (as defined in the Warrants and the Placement Agent Warrants, respectivelyWarrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants and/or Placement Agent Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), subject to the Investors’ consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Investor and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) twenty Business Days after of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”), the Company will make pro rata payments pay to each the Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the InvestorsInvestor, and shall not constitute the Investors’ Investor’s exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadline.

Additional Registrable Securities. Upon the written demand of any Investor the Requisite Holders and upon any change in the Exercise Price “Series D Conversion Price” (as that term is defined in the Certificate of Designations) or the number of “Warrant Shares” (as that term is defined in the Warrants) purchasable under the Warrants and the Placement Agent Warrants, respectively) such that additional shares of Common Stock become issuable upon conversion of the outstanding Series D Preferred Stock or exercise of the Warrants and/or Placement Agent such Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement Registration Statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)), ) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement or such shares cannot be added by pre-effective amendment to an existing Registration Statement. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Holders and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten twenty (1020) Business Days after days of the request of any Investor or the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”)Holder, the Company will make pro rata payments to each InvestorHolder, as liquidated damages and not as a penalty, in an amount equal to 1.5% the product of the then applicable Delinquency Rate and the aggregate amount invested by such Investor Holder for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments The amounts payable as liquidated damages pursuant to this paragraph shall be payable in partial compensation to lawful money of the InvestorsUnited States, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, amounts payable as determined by each Investor, and liquidated damages shall be paid monthly within three ten (310) Business Days after of the last day of each month following such 30-day period during which the Registration Statement should have been filed for which no Registration Statement was filed with respect to the Additional Shares DeadlineShares.

Additional Registrable Securities. Upon the ----------------------------------- written demand of any Investor and upon following the issuance of any change in the Exercise Price (as defined in the Warrants and the Placement Agent Warrants, respectively) such that additional shares of Common Stock become issuable upon the exercise to such Investor pursuant to Section 7.1 of the Warrants and/or Placement Agent WarrantsPurchase Agreement, the Company shall prepare and file with the SEC one or more a Registration Statement on Form S-3, and any additional Registration Statements on Form S-3 or amend upon the Registration Statement filed written demand of any Investor pursuant to clause (i) above, if such Registration Statement has not previously been declared effective its rights during the Potential Adjustment Period as that term is defined in the Purchase Agreement (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)Registrable Securities, subject to the Investor's consent), covering the resale of the Additional Shares, but only Registrable Securities in an amount equal to the extent number of shares of Common Stock issued to and designated in the Additional Shares are not at the time covered demand by an effective Registration Statementsuch Investor. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules Rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional SharesRegistrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such the Registration Statement. No securities shall be included in the Registration Statement without the consent of the Investor other than the Registrable Securities and Additional Registrable Securities and the securities subject to piggyback registration rights on the date hereof for which the Company could not obtain waivers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Investor and their its counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) Business Days after the request of any Investor or the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadline.

Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Exercise Price (as defined in the Warrants and the Placement Agent WarrantsIf, respectively) such that additional shares of Common Stock become issuable upon the exercise after filing or effectiveness of the Warrants and/or Placement Agent WarrantsBase Registration Statement, the Company issues any PIK Securities (such issuance, a "TRIGGER EVENT") occurs then the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective S-1 (or, if Form S-3 S-1 is not then available to the Company, on such appropriate form of registration statement statement, if any, as is then available to the Company) to effect a registration for resale of all such additional shares of Common Stock PIK Securities (the “Additional Shares”"ADDITIONAL SECURITIES")), covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416)Securities Act, such indeterminate number of additional shares of Common Stock or PIK Securities resulting from stock splits, stock dividends or similar transactions with respect to the Additional SharesSecurities. A Registration Statement covering the Additional Securities shall be filed by the Company with the SEC within ninety (90) days after the occurrence of the Trigger Event. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The cause the Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under pursuant to this Section 2(a)(iiSECTION 3(D) and is not filed with to be declared effective by the SEC within ten (10as promptly as practicable. The Company shall keep the Registration Statement filed pursuant to this SECTION 3(D) Business Days after effective continuously during the request of any Investor or the occurrence of any of the events specified in this Section 2(a)(ii) (the “Additional Shares Deadline”)Base Registration Period, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation deemed an Base Registration for all purposes of this Agreement. The provisions of this SECTION 3(D) shall apply to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Additional Shares Deadlinesuccessive Trigger Events.