Common use of Allocation of Registrable Securities Clause in Contracts

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be). Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, shares of Common Stock underlying warrants issued to the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more Registration Statements with the Registrable Securities.

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement (other than on a Piggyback Registration) without the prior written consent of the Required Investors. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall first be allocated pro rata among the Investors participating in such Registration Statement based on the number of Registrable Securities held by each Investor included in such Registration Statement at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof it is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, If the SEC requires that the Company register less than the amount of shares of Common Stock underlying warrants issued to originally included on any Registration Statement at the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of time it was filed, the Registrable Securities on such registration statement and any other securities allowed to be registered on such Registration Statement (the “Placement Agent Securities”in accordance with this paragraph) may also shall be allocated decreased on a pro rata among basis; provided, that following any such decrease, at the Registrable Securitiesrequest of the Required Investors, such Required Investors may elect to withdraw such Registration Statement and included in one or more thereafter the Request for such Registration Statements with the Registrable SecuritiesStatement shall not be deemed to constitute a Request for purposes of Section 2(a) hereof.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this AgreementIn no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, shares of Common Stock underlying warrants however, that the Company shall be permitted to include on any Registration Statement securities issued pursuant to the Placement Agent (as defined in transactions described on Schedule 2(e) to the Securities Purchase Agreement) contemporaneously with the issuance and sale of the ; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be included as Registrable Securities (of such Investor for the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included purpose of allocating securities in one or more such Registration Statements with the Registrable SecuritiesStatement pursuant to this Section 2(c).

Allocation of Registrable Securities. The initial number of Uncovered Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Uncovered Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities included in the Registration Statement or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable SecuritiesSecurities in a transfer involving the transfer of all or a part of the Investor’s rights hereunder, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, shares of Common Stock underlying warrants issued to In no event shall the Placement Agent (as defined in Company include any securities other than previously Uncovered Registrable Securities on any Registration Statement without the Securities Purchase Agreement) contemporaneously with the issuance and sale prior written consent of the holders of a majority of the Uncovered Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and being included in one or more such Registration Statements with the Registrable SecuritiesStatement.

Allocation of Registrable Securities. The initial number of Registrable Securities Conversion Shares and Warrant Shares included in any Registration Statement and any each increase in the number of Registrable Securities Conversion Shares or Warrant Shares included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities Conversion Shares or Warrant Shares (determined as if all of the Notes held by Investors then outstanding have been converted into Conversion Shares and all Warrants then outstanding have been exercised for Warrant Shares without regard to any limitations on conversion of the Notes or exercise of the Warrants) held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities Conversion Shares and Warrant Shares or increase thereof is declared effective by the SECCommission. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata the portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as allocable to the case may be)transferor. Any shares of Common Stock included in a In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Investors holding at least 80% of the Conversion Shares and which remain allocated Warrant Shares covered by the Registration Statement, determined as if all of the Notes held by Investors then outstanding have been converted into Conversion Shares and all Warrants then outstanding have been exercised for Warrant Shares without regard to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based limitations on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, shares of Common Stock underlying warrants issued to the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale conversion of the Registrable Securities (Notes or exercise of the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more Registration Statements with the Registrable SecuritiesWarrants.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this AgreementIn no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders or the Investor Representative. If the SEC requires that the Company register less than the amount of Registrable Securities originally included on any Registration Statement at the time it was filed, shares of Common Stock underlying warrants issued to the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of the Registrable Securities (the “Placement Agent Securities”) may also on such Registration Statement shall be allocated decreased on a pro rata among basis and, unless otherwise requested by an Investor with respect to its Shares and Warrant Shares, the Registrable Securities, and Warrant Shares included in one or more on such Registration Statements with the Registrable SecuritiesStatement shall be decreased first.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Holders based on the number of Registrable Securities held by each Investor Holder at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SECSEC (or at the time of filing any supplement thereto). In the event that an Investor a Holder sells or otherwise transfers any of such InvestorHolder’s Registrable SecuritiesSecurities in accordance with the Subscription Agreement, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock Unit Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsHolders, pro rata based on the number of Registrable Securities then held by such Investors Holders which are covered by such Registration Statement. Notwithstanding anything contained In no event shall the Company include any securities other than Registrable Securities on any Registration Statement (or supplement thereto) without the prior written consent of the Majority Holders. To the extent that any Registrable Securities are not able to be included in this Agreementa Registration Statement and a pro rata allocation of Registrable Securities is required to be made, shares of Common Stock underlying warrants issued the Company agrees to file with the Commission an additional Registration Statement on the appropriate form (including, if required, an effective and available amendment or supplement thereto) relating to the Placement Agent (as defined in resale by the Securities Purchase Agreement) contemporaneously with the issuance and sale Holders of the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among balance of the Registrable Securities, and included the Company shall use commercially reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter (if applicable), but in one or more no event later than the Effectiveness Deadline and shall use its commercially reasonable efforts to keep such Registration Statements with Statement continuously effective under the Registrable SecuritiesSecurities Act for the Effectiveness Period.

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement (other than, subject to the two year prohibition contemplated in Section 2.1(f), on an Incidental Registration or an S-3 Registration) without the prior written consent of the Required Holders. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall first be allocated pro rata among the Investors based on the number of Registrable Securities (on an as converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities) held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock Registrable Securities included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities (on an as converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities) then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained For any Demand Registration, if the SEC requires that the Company register less than the amount of securities originally included on any Registration Statement at the time it was filed (or is deemed to have required such reduction in this Agreementaccordance with Section 2.1(a)(ii)(C)), shares of Common Stock underlying warrants issued to the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of the Registrable Securities on such registration statement and any other securities allowed to be registered on such Registration Statement (the “Placement Agent Securities”in accordance with this paragraph) may also shall be allocated decreased on a pro rata among basis; provided, that following any such decrease, at the Registrable Securitiesrequest of the Required Holders, such Required Holders may elect to withdraw such Registration Statement and included in one or more thereafter the Request for such Registration Statements with the Registrable SecuritiesStatement shall not be deemed to constitute a Request for purposes of Section 2.1 hereof.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed with the SEC during the 12-month period following the Closing Date without the prior written consent of the Required Holders except for those shares of Common Stock underlying and warrants issued to purchase shares of Common Stock identified on Schedule 2(c)(i) attached hereto (which shall exclude any securities for which the Placement Agent (as defined in Company has obtained waivers pursuant to Section 7(xiv) of the Securities Purchase Agreement) contemporaneously ). In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed with the issuance SEC after the 12-month period following the Closing Date without the prior written consent of the Required Holders except for up to 3,500,000 shares of Common Stock issuable by the Company upon exercise of warrants issued by the Company to Knight Capital Markets, LLC, and sale the Company's other placement agents on the Closing Date, no more than 5,000,000 shares of Common Stock issuable by the Company upon exercise of warrants to be issued by the Company to the Company's secured lenders and those shares of Common Stock and warrants to purchase shares of Common Stock identified on Schedule 2(c)(ii) attached hereto. If the SEC requires that the Company register less than the amount of shares of Common Stock originally included on any Registration Statement at the time it was filed, the Registrable Securities on such registration statement and any other securities allowed to be registered on such Registration Statement (the “Placement Agent Securities”as set forth below) may also shall be allocated decreased on a pro rata among the Registrable Securities, and included in one or more Registration Statements with the Registrable Securitiesbasis.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SECSEC or becomes effective in accordance with SEC rules and applicable law. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this AgreementIn the event (I) of an underwritten offering, shares of Common Stock underlying warrants issued to if the Placement Agent Company shall reasonably determine (as defined in the Securities Purchase Agreement) contemporaneously after consultation with the issuance and sale relevant underwriter) that the amount of Registrable Securities requested to be included in such underwritten offering exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered or (II) the “Placement Agent Securities”staff of the SEC limits the number of Registrable Securities permitted to be registered pursuant to Rule 415, then the Company will include in such offering only (I) may also such number of securities that can be sold without adversely affecting the marketability of the offering or (II) the maximum number of securities permitted by the staff of the SEC to be included in such Registration Statement, as applicable, which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Investors that have requested to participate in such underwritten offering, allocated pro rata among such Investors on the basis of the percentage of the Registrable SecuritiesSecurities requested to be included in such offering by such Investors, and included (ii) second, any other securities of the Company held by other investors in one the Company's securities or more Registration Statements with that are newly issued by the Registrable SecuritiesCompany and that the Company has determined to include in such underwritten offering.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, that the Company may, in this Agreementits sole discretion, include in a Registration Statement the Other Registrable Securities and up to 400,000 shares of Common Stock underlying (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof) issued or issuable upon exercise of warrants issued to HB Sub Fund II LLC on the Placement Agent Closing Date (as defined the "HB Shares"); provided, however, that in the Securities Purchase Agreement) contemporaneously with the issuance and sale event not all of the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, the Other Registrable Securities and the HB Shares may be included in one or more such Registration Statements with Statement as a result of a limitation on the maximum number of shares of Common Stock of the Company permitted to be registered by the staff of the SEC pursuant to Rule 415, then, the HB Shares, the Registrable SecuritiesSecurities and the Other Registrable Securities shall be excluded on a pro rata basis among the holders of such HB Shares, Registrable Securities and Other Registrable Securities until all of the HB Shares, the Registrable Securities and the Other Registrable Securities have been excluded.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained Except as provided on Schedule B hereto, in this Agreementno event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders or the Investor Representative. If the SEC requires that the Company register less than the amount of Registrable Securities originally included on any Registration Statement at the time it was filed, shares of Common Stock underlying warrants issued to the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of the Registrable Securities (the “Placement Agent Securities”) may also on such Registration Statement shall be allocated decreased on a pro rata among basis and, unless otherwise requested by an Investor, the Registrable Securities, and Warrant Shares included in one or more on such Registration Statements with the Registrable SecuritiesStatement shall be decreased first.

Allocation of Registrable Securities. The initial number of Warrant Registrable Securities included in any the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and any each increase in the number of Warrant Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of such Warrant Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Warrant Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Warrant Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and which remain allocated to any Person which ceases to hold any Warrant Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Warrant Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this AgreementFor purposes hereof, shares the number of Common Stock underlying warrants issued Warrant Registrable Securities held by an Investor includes all Warrant Registrable Securities issuable upon the exercise of Warrants held by such Investor, without regard to the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale any limitations on exercise of the Warrant. In no event shall the Company include any securities other than Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more any Registration Statements with the Registrable SecuritiesStatement filed pursuant to this Section 2.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained Except for (i) up to 1,000,000 Common Shares held by the parties (other than the Company) to the Registration Rights Agreement among the Company (as successor to Chardan China Acquisition Corp. III) and Li Zhang, Xxxxx Xxxxxxx, Jiangnan Xxxxx, Xxxxxxx Capital Partners and SUJG, Inc. and their permitted transferees and assigns under such agreement and (ii) up to 750,000 Common Shares issued or issuable upon exercise of the Unit Purchase Option issued by Chardan China Acquisition Corp. III to EarlyBirdCapital, Inc. and upon exercise of the warrants included in this Agreementthe Units issued or issuable upon exercise of such option (the "Other Registrable Securities"), shares the Company shall not include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, before any Registrable Securities may be excluded from a Registration Statement as a result of a limitation on the maximum number of Common Stock underlying warrants issued Shares permitted to be registered by the Placement Agent (as defined in Company on such Registration Statement by the Securities Purchase Agreement) contemporaneously with the issuance and sale staff of the SEC pursuant to Rule 415, the Company shall first exclude all Other Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more on such Registration Statements with the Registrable SecuritiesStatement.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be). Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained Without the prior written consent of Buyers holding at least 75% of the Registrable Securities and LBI Group Inc and its affiliates ("Xxxxxx") for so long as Xxxxxx holds not less than $10 million in this Agreement, principal amount of Convertible Debentures (or shares of Common Stock underlying warrants issued attributable to conversion of such Convertible Debentures), the Company shall not (i) include on any Registration Statement required to be filed pursuant to Section 2(a) any securities other than (A) Registrable Securities and (B) securities held by Xxxxxxxxxxx Capital Fund ("Xxxxxxxxxxx") and subject to the Placement Agent Registration Rights Agreement dated August 14, 2001 between the Company and Xxxxxxxxxxx, or (as defined in the Securities Purchase Agreementii) contemporaneously file any registration statement with the issuance and sale of SEC (other than a registration statement on Form S-8 or Form S-4 or any successor form to such forms or a registration statement required under the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included registration rights agreement entered into in one or more Registration Statements connection with the Registrable SecuritiesCompany's Senior Notes issued on or about the Closing Date) prior to the date on which the Registration Statement required to be filed pursuant to Section 2(a) is declared to be effective.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained Except for the securities described in this AgreementSchedule 2(c)(i) attached hereto (the “Existing Investors Shares”) and for the securities set forth on Schedule 2(c)(ii) (the “Palm Beach Shares”), in no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, that in the event the Commission requires the number of shares of Common Stock underlying warrants issued included in any Registration Statement to the Placement Agent be cut back because of Rule 415 or otherwise, before any Registrable Securities and Existing Investors Shares are excluded, all Palm Beach Shares shall be excluded first on a pro rata basis until all of such Palm Beach Shares have been excluded and before any Registrable Securities contemplated in clause (as defined in the Securities Purchase Agreementiii) contemporaneously with the issuance and sale of the definition of Initial Registrable Securities (are excluded, all other Registrable Securities and the “Placement Agent Securities”) may also Existing Investors Shares shall be allocated first excluded on a pro rata among the basis until all of such other Registrable Securities, Securities and included in one or more Registration Statements with the Registrable SecuritiesExisting Investors Shares have been excluded.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders other than up to 7,500,000 shares of Common Stock underlying warrants issued to (the Placement Agent (as defined "Other Registrable Securities"); provided, that in the event that the SEC causes the Company to limit the number of shares of Common Stock registered on such Additional Registration Statement, then the Other Registrable Securities Purchase Agreement) contemporaneously with shall be decreased first. If the issuance and sale SEC requires that the Company register less than the amount of Registrable Securities originally included on any Registration Statement at the time it was filed, the Registrable Securities (the “Placement Agent Securities”) may also on such Registration Statement shall be allocated decreased on a pro rata among basis and, unless otherwise requested by an Investor, the Registrable Securities, and Warrant Shares included in one or more on such Registration Statements with the Registrable SecuritiesStatement shall be decreased first.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable SecuritiesSecurities other than pursuant to the Plan of Distribution contained in the Registration Statement, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, Except for (i) up to 13,500,000 shares of Common Stock underlying warrants issued and sold to the Placement Agent Millenium Global High Yield Fund Limited (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in or one or more of its designees or assignees) and/or to Line Trust Corporation Limited (or one or more of its designees or assignees) and up to 13,500,000 shares of Common Stock issued or issuable upon exercise of Warrants issued and sold to such parties in connection therewith, in each case within sixteen (16) calendar days after the Closing Date, pursuant to agreements in form and substance satisfactory to the Required Holders and (ii) up to 20,000,000 shares of Common Stock issued and sold to Line Trust Corporation Limited in January 2005, in no event shall the Company include any securities other than Registrable Securities on any Registration Statements with Statement without the Registrable Securitiesprior written consent of the Required Holders.

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders except for the securities required to be registered by the Company pursuant to the Coty Registration Rights Agreement (as defined in the Securities Purchase Agreement) (such additional securities required to be registered pursuant to the Coty Registration Rights Agreement, the "OTHER REGISTRABLE SECURITIES", and the registered holders of such Other Registrable Securities, the "OTHER INVESTORS"). The initial number of Registrable Securities and Other Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities or Other Registrable Securities included therein shall first be allocated among the Other Investors and the Noteholders (x) with the Other Investors being entitled to the Other Investor Percentage of such number of Registrable Securities and Other Registrable Securities and (y) with the Noteholders dividing the remainder of such number of Registrable Securities and Other Registrable Securities pro rata among the Investors based on the number of Note Registrable Securities held by each Investor Noteholder at the time such the Registration Statement covering such initial number of Registrable Securities and Other Registrable Securities or increase thereof is declared effective by the SEC, and any of such number of Registrable Securities and Other Registrable Securities included in such Registration Statement and any increase in such number of Registrable Securities or Other Registrable Securities included therein that remains after all of the Note Registrable Securities are covered by such Registration Statement shall then be allocated pro rata among the Investors and the Other Investors based on the number of Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities held by each Investor and Other Investor at the time such Registration Statement is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities or Other Registrable Securities covered by such Registration Statement shall first be allocated to the remaining Noteholders, pro rata based on the number of Note Registrable Securities then held by such Noteholders which are covered by such Registration Statement, and any such shares of Common Stock to be reallocated that remain after all of the Note Registrable Securities are covered by such Registration Statement shall then be allocated to the remaining Investors and Other Investors, pro rata based on the number of Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities then held by such Investors and Other Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, If the SEC requires that the Company register less than the amount of shares of Common Stock underlying warrants issued to originally included on any Registration Statement at the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of time it was filed, first the Registrable Securities (the “Placement Agent other than Note Registrable Securities”) may also on such registration statement and any other securities allowed to be allocated registered on such Registration Statement (in accordance with this paragraph) shall be decreased on a pro rata among the Registrable Securitiesbasis, and included in one or more Registration Statements with then if any additional shares of Common Stock need to be decreased, the Note Registrable SecuritiesSecurities shall be decreased on a pro rata basis.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained In no event shall the Company include on any Registration Statement without the prior written consent of the Required Holders any securities other than (i) Registrable Securities, (ii) Other Securities, (iii) Common Stock issuable upon the exercise of warrants issued to Rodman & Renshaw, LLC as placement agent in this Agreementrespect of the offerings xx xxe Rxxxxxxxble Securities and Other Securities, (iv) the shares of Common Stock underlying warrants issued (increased to reflect the effect of any stock split or decreased to reflect the effect of any reverse stock split, as applicable) held by those holders of the Company who held shares of the Company prior to the Placement Agent effectiveness of the Merger (as defined in the Securities Purchase Agreement), and (v) contemporaneously with the issuance and sale shares of Common Stock held by the Registrable Securities persons listed on Schedule 2(b) (the “Placement Agent Securities”"EXISTING HOLDERS") may also hereto not to exceed that number of shares of Common Stock set forth next to the respective Existing Holder's name on Schedule 2(b) (PROVIDED, however, that such limit shall be allocated pro rata among increased to reflect the Registrable Securities, effect of any stock split and included in one or more Registration Statements with decreased to reflect the Registrable Securitieseffect of any reverse stock split).

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable SecuritiesSecurities pursuant to Section 9, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, shares of Common Stock underlying warrants issued to In no event shall the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Company include any securities other than Registrable Securities, the Securities issued pursuant to the Note and included Warrant Purchase Agreement dated as of the date hereof and entered into by the Company and certain holders of senior indebtedness (the "NOTE AND WARRANT PURCHASE AGREEMENT") and securities issued to Libra Securities LLC in one or more Registration Statements connection with the Registrable SecuritiesNote and Warrant Purchase Agreement on any Registration Statement without the prior written consent of the Required Holders.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, that the Company may register for resale the Prior Shares on the Initial Registration Statement or an Additional Registration Statement. As used herein, "Prior Shares" means (i) up to 1,500,000 shares of Common Stock referenced in this Agreementthat certain Registration Rights Agreement entered into with certain stockholders dated as of November 18, 2013, and (ii) up to 120,000 shares of Common Stock underlying warrants a warrant issued to the Placement Agent (a placement agent dated as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable SecuritiesMarch 3, and included in one or more Registration Statements with the Registrable Securities2014.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this AgreementIn no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, shares of Common Stock underlying warrants however, that the Company shall be permitted to include on any Registration Statement securities issued pursuant to the Placement Agent (as defined in transactions described on Schedule 2(e) to the Securities Purchase Agreement) contemporaneously with the issuance and sale of the ; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be included as Registrable Securities (of such Investor for the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included purpose of allocating securities in one or more such Registration Statements with the Registrable SecuritiesStatement pursuant to this Section 2(c).

Allocation of Registrable Securities. The initial number of Warrant Registrable Securities included in any the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and any each increase in the number of Warrant Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of such Warrant Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Warrant Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Warrant Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and which remain allocated to any Person which ceases to hold any Warrant Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Warrant Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this AgreementFor purposes hereof, shares the number of Common Stock underlying warrants issued Warrant Registrable Securities held by an Investor includes all Warrant Registrable Securities issuable upon the exercise of Warrants held by such Investor, without regard to the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale any limitations on exercise of the Warrant. In no event shall the Company include any securities other than Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more any Registration Statements with the Registrable SecuritiesStatement filed pursuant to this Section 2.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders other than shares of Common Stock underlying warrants issued received by Deep Silver, Inc. ("Deep Silver") pursuant to that certain Distribution Agreement, dated as of March 2, 2010, between the Placement Agent (Company and Deep Silver, such amount not to exceed 3 million shares of Common Stock; provided however, that if the number of securities to be registered in any Registration Statement is required to be reduced for any reason, including, without limitation, as defined in requested or required by the SEC, no Registable Securities Purchase Agreement) contemporaneously with the issuance and sale of the Registrable Securities (the “Placement Agent Securities”) may also shall be allocated pro rata among the Registrable Securities, and included in one or more so reduced until all securities held by Deep Silver are excluded from such Registration Statements with the Registrable SecuritiesStatement.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Purchasers based on the number of Registrable Securities held by each Investor Purchaser at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor a Purchaser sells or otherwise transfers any of such InvestorPurchaser’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock Shares or Conversion Shares, as applicable, included in a Registration Statement and which remain allocated to any Person which that ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsPurchasers, pro rata based on the number of Registrable Securities then held by such Investors Purchasers which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, shares of Common Stock underlying warrants issued to In no event shall the Placement Agent (as defined in the Company include any securities other than Registrable Securities Purchase Agreement) contemporaneously on any registration statement filed with the issuance and sale SEC during the 6-month period following the Note Closing Date without the prior written consent of the Required Holders of Additional Registrable Securities. If the SEC requires that the Company register less than the amount of the Conversion Shares originally included on any Registration Statement at the time it was filed, the Registrable Securities on such Registration Statement and any other securities allowed to be registered on such Registration Statement (the “Placement Agent Securities”as set forth below) may also shall be allocated decreased on a pro rata among the Registrable Securities, and included in one or more Registration Statements with the Registrable Securitiesbasis.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained In no event shall the Company include on any Registration Statement without the prior written consent of the Required Holders any securities other than (i) Registrable Securities, (ii) Other Securities, (iii) Common Stock issuable upon the exercise of warrants issued to Rodman & Renshaw, LLC as placement agent in this Agreementrespect of the offerings xx xxe Rxxxxxxxble Securities and Other Securities, (iv) the shares of Common Stock underlying warrants issued (increased to reflect the effect of any stock split or decreased to reflect the effect of any reverse stock split, as applicable) held by those holders of the Company who held shares of the Company prior to the Placement Agent effectiveness of the Merger (as defined in the Securities Purchase Agreement), and (v) contemporaneously with the issuance and sale shares of Common Stock held by the Registrable Securities persons listed on SCHEDULE 2(B) (the “Placement Agent Securities”"EXISTING HOLDERS") may also hereto not to exceed that number of shares of Common Stock set forth next to the respective Existing Holder's name on SCHEDULE 2(B) (PROVIDED, however, that such limit shall be allocated pro rata among increased to reflect the Registrable Securities, effect of any stock split and included in one or more Registration Statements with decreased to reflect the Registrable Securitieseffect of any reverse stock split).

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement (other than on an Incidental Registration or an S-3 Registration initiated by the Company) without the prior written consent of the Required Holders. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall first be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, If the SEC requires that the Company register less than the amount of shares of Common Stock underlying warrants issued to originally included on any Registration Statement at the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of time it was filed, the Registrable Securities on such registration statement and any other securities allowed to be registered on such Registration Statement (the “Placement Agent Securities”in accordance with this paragraph) may also shall be allocated decreased on a pro rata among basis; provided, that following any such decrease, at the Registrable Securitiesrequest of the Required Holders, such Required Holders may elect to withdraw such Registration Statement and included in one or more thereafter the Request for such Registration Statements with the Registrable SecuritiesStatement shall not be deemed to constitute a Request for purposes of Section 2.1 hereof.

Allocation of Registrable Securities. The In the event that the number of Registrable Securities included in any Registration Statement is less than the Required Registration Amount, the initial number of Registrable Securities included in any such Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Investor Registrable Securities or increase thereof is declared effective by the SECSEC and shall not include any Creditor Registrable Securities if there are any Investor Registrable Securities not included in such Registration Statement or prior Registration Statements that the SEC has declared effective. In the event that an Investor sells or otherwise transfers any of such Investor’s Investor Registrable Securities, each transferee or assignee (as the case may be) that becomes shall, upon becoming an Investor shall Investor, be allocated a pro rata portion of the then-then remaining number of Investor Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares Shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Investor Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Investor Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, shares Any amount of Common Stock underlying warrants issued to the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more Registration Statements with in excess of the Required Registration Amount shall be allocated pro rata among the Creditors based on the number of Creditor Registrable SecuritiesSecurities held by each Creditor at the time the Registration Statement covering such Registrable Securities is declared effective by the SEC. In no event shall the Company include any securities other than Investor Registrable Securities or Creditor Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement (other than on an Incidental Registration or an S-3 Registration initiated by the Company) without the prior written consent of the Required Holders. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall first be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. . In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, If the SEC requires that the Company register less than the amount of shares of Common Stock underlying warrants issued to originally included on any Registration Statement at the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of time it was filed, the Registrable Securities on such registration statement and any other securities allowed to be registered on such Registration Statement (the “Placement Agent Securities”in accordance with this paragraph) may also shall be allocated decreased on a pro rata among basis; provided, that following any such decrease, at the Registrable Securitiesrequest of the Required Holders, such Required Holders may elect to withdraw such Registration Statement and included in one or more thereafter the Request for such Registration Statements with the Registrable SecuritiesStatement shall not be deemed to constitute a Request for purposes of Section 2.1 hereof.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed with the SEC during the 12-month period following the Closing Date without the prior written consent of the Required Holders except for those shares of Common Stock underlying and warrants issued to purchase shares of Common Stock identified on Schedule 2(c)(i) attached hereto. In no event shall the Placement Agent (as defined in the Company include any securities other than Registrable Securities Purchase Agreement) contemporaneously on any Registration Statement filed with the issuance SEC after the 12-month period following the Closing Date without the prior written consent of the Required Holders except for those shares of Common Stock and sale warrants to purchase shares of Common Stock identified on Schedule 2(c)(ii) attached hereto. If the SEC requires that the Company register less than the amount of shares of Common Stock originally included on any Registration Statement at the time it was filed, the Registrable Securities on such registration statement and any other securities allowed to be registered on such Registration Statement (the “Placement Agent Securities”as set forth below) may also shall be allocated decreased on a pro rata among the Registrable Securities, and included in one or more Registration Statements with the Registrable Securitiesbasis.

Allocation of Registrable Securities. The initial number of Initial Registrable Securities included in any the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of such Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and which remain allocated to any Person which that ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which that are covered by such Registration Statement. Notwithstanding anything contained in this AgreementFor purposes hereof, shares the number of Common Stock underlying warrants issued Registrable Securities held by an Investor includes all Conversion Shares then issuable upon the conversion of any amounts outstanding under Notes held by such Investor pursuant to the Placement Agent (as defined terms thereof, without regard to any limitations on conversion contained therein. In no event shall the Company include any securities other than Registrable Securities in any Registration Statement filed pursuant to this Section 2 without the Securities Purchase Agreement) contemporaneously with the issuance and sale prior written consent of the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more Registration Statements with the Registrable SecuritiesRequired Holders.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SECSEC or becomes effective in accordance with SEC rules and applicable law. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this AgreementIn the event (I) of an underwritten offering, shares of Common Stock underlying warrants issued to if the Placement Agent Company shall reasonably determine (as defined in the Securities Purchase Agreement) contemporaneously after consultation with the issuance and sale relevant underwriter) that the amount of Registrable Securities requested to be included in such underwritten offering exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered or (II) the “Placement Agent Securities”staff of the SEC limits the number of Registrable Securities permitted to be registered pursuant to Rule 415, then the Company will include in such offering only (I) may also such number of securities that can be sold without adversely affecting the marketability of the offering or (II) the maximum number of securities permitted by the staff of the SEC to be included in such Registration Statement, as applicable, which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Investors that have requested to participate in such underwritten offering, allocated pro rata among such Investors on the basis of the percentage of the Registrable SecuritiesSecurities requested to be included in such offering by such Investors, and included (ii) second, any other securities of the Company held by other investors in one the Company’s securities or more Registration Statements with that are newly issued by the Registrable SecuritiesCompany and that the Company has determined to include in such underwritten offering.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed with the SEC during the 12-month period following the Closing Date without the prior written consent of the Required Holders except for up to 912,511 shares of Common Stock underlying issuable by the Company upon exercise of warrants issued by the Company to Knight Capital Markets, LLC. If the Placement Agent (as defined in SEC requires that the Securities Purchase Agreement) contemporaneously with Company register less than the issuance and sale amount of shares of Common Stock originally included on any Registration Statement at the time it was filed, the Registrable Securities on such registration statement and any other securities allowed to be registered on such Registration Statement (the “Placement Agent Securities”as set forth below) may also shall be allocated decreased on a pro rata among the Registrable Securities, and included in one or more Registration Statements with the Registrable Securitiesbasis.

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall first be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, If the SEC requires that the Company register less than the amount of shares of Common Stock underlying warrants issued to originally included on any Registration Statement at the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of time it was filed, the Registrable Securities on such registration statement and any other securities allowed to be registered on such Registration Statement (the “Placement Agent Securities”in accordance with this paragraph) may also shall be allocated decreased on a pro rata among basis; provided, that following any such decrease, at the Registrable Securitiesrequest of the Required Holders, such Required Holders may elect to withdraw such Registration Statement and included in one or more thereafter the Request for such Registration Statements with the Registrable SecuritiesStatement shall not be deemed to constitute a Request for purposes of Section 2.1 hereof.

Allocation of Registrable Securities. The initial number of Registrable Securities or Make-Whole Securities included in any Registration Statement and any each increase in the number of Registrable Securities or Make-Whole Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities or Make-Whole Securities, as the case may be, held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or Make-Whole Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be). Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities or Make-Whole Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities or Make-Whole Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained Without the prior written consent of Buyers holding at least 75% of the Registrable Securities and LBI Group Inc and its affiliates ("Xxxxxx") for so long as Xxxxxx holds not less than $10 million in this Agreement, principal amount of Convertible Debentures (or shares of Common Stock underlying warrants issued attributable to conversion of such Convertible Debentures), the Company shall not (i) include on any Registration Statement required to be filed pursuant to Section 2(a)(i) any securities other than (A) Registrable Securities and (B) securities held by Xxxxxxxxxxx Capital Fund ("Xxxxxxxxxxx") and subject to the Placement Agent Registration Rights Agreement dated August 14, 2001 between the Company and Xxxxxxxxxxx, or (as defined in the Securities Purchase Agreementii) contemporaneously file any registration statement with the issuance and sale of SEC (other than a registration statement on Form S-8 or Form S-4 or any successor form to such forms or a registration statement required under the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included registration rights agreement entered into in one or more Registration Statements connection with the Registrable Company's Senior Notes issued on or about the Closing Date) prior to the date on which the Registration Statement required to be filed pursuant to Section 2(a)(i) is declared to be effective; or (iii) include on any Registration Statement required to be filed pursuant to Section 2(a)(ii) any securities other than Make-Whole Securities; or (iv) if the Company is required to file a Registration Statement pursuant to Section 2(a)(ii), file any Registration Statement with the SEC (other than a registration statement on Form S-8 or Form S-4 or any successor form to such forms or a registration statement required under the registration rights agreement entered into in connection with the Company's Senior Notes issued on or about the Closing Date) between the Make-Whole Date and the date on which any Registration Statement filed pursuant to Section 2(a)(ii) is declared to be effective.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any other shares of Common Stock included in the Registration Statement pursuant to registration rights previously granted to the Existing Rightsholders (solely for purposes of this Section 2b, such shares of Common Stock included in the Registration Statement pursuant to registration rights previously granted to the Existing Rightsholders shall be deemed to be Registrable Securities) and each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors and Existing Rightsholders based on the number of Registrable Securities held by each Investor and Existing Rightsholder at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor or Existing Rightsholder sells or otherwise transfers any of such Investor’s 's or Existing Rightsholders' Registrable SecuritiesSecurities to another party who becomes an Investor or Existing Rightsholder, each transferee or assignee (as the case may be) that becomes an , each transferee Investor or Existing Rightsholder shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor Investor or assignee (as the case may be)Existing Rightsholder. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsInvestors and Existing Rightsholders, pro rata based on the number of Registrable Securities then held by such Investors which and Existing Rightsholder that are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, shares of Common Stock underlying warrants issued to the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more Registration Statements with the Registrable Securities.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; except that the shares of Common Stock underlying warrants issued to the Placement Agent Xxxxxxxxxx Warrants (as defined in the Securities Purchase AgreementSection 30(u) contemporaneously with the issuance and sale of the Notes) and the shares of Common Stock underlying the Existing Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more Registration Statements with Statements, provided that all of the Registrable Securitiesremaining Conversion Shares issued or issuable upon conversion of all of the Notes and all of the remaining Warrant Shares issued or issuable upon exercise of all of the Warrants are included in the same Registration Statement or have previously been included in one or more Registration Statements.

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders except for the securities required to be registered by the Company pursuant to the Coty Registration Rights Agreement (as defined in the Securities Purchase Agreement) (such additional securities required to be registered pursuant to the Coty Registration Rights Agreement, the "Other Registrable Securities", and the registered holders of such Other Registrable Securities, the "Other Investors"). The initial number of Registrable Securities and Other Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities or Other Registrable Securities included therein shall first be allocated among the Other Investors and the Noteholders (x) with the Other Investors being entitled to the Other Investor Percentage of such number of Registrable Securities and Other Registrable Securities and (y) with the Noteholders dividing the remainder of such number of Registrable Securities and Other Registrable Securities pro rata among the Investors based on the number of Note Registrable Securities held by each Investor Noteholder at the time such the Registration Statement covering such initial number of Registrable Securities and Other Registrable Securities or increase thereof is declared effective by the SEC, and any of such number of Registrable Securities and Other Registrable Securities included in such Registration Statement and any increase in such number of Registrable Securities or Other Registrable Securities included therein that remains after all of the Note Registrable Securities are covered by such Registration Statement shall then be allocated pro rata among the Investors and the Other Investors based on the number of Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities held by each Investor and Other Investor at the time such Registration Statement is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities or Other Registrable Securities covered by such Registration Statement shall first be allocated to the remaining Noteholders, pro rata based on the number of Note Registrable Securities then held by such Noteholders which are covered by such Registration Statement, and any such shares of Common Stock to be reallocated that remain after all of the Note Registrable Securities are covered by such Registration Statement shall then be allocated to the remaining Investors and Other Investors, pro rata based on the number of Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities then held by such Investors and Other Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, If the SEC requires that the Company register less than the amount of shares of Common Stock underlying warrants issued to originally included on any Registration Statement at the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of time it was filed, first the Registrable Securities (the “Placement Agent other than Note Registrable Securities”) may also on such registration statement and any other securities allowed to be allocated registered on such Registration Statement (in accordance with this paragraph) shall be decreased on a pro rata among basis, and then if any additional shares of Common Stock need to be decreased, the Note Registrable Securities shall be decreased on a pro rata basis. Notwithstanding anything in this Section 2.2 to the contrary, if an Investor submits a written notice to the Company electing not to have all or any part of such Investor's Registrable Securities included in a Registration Statement filed or required to be filed pursuant to this Section 2.2 (such Registrable Securities not to be included in such Registration Statement, the "Excluded Registrable Securities"), and included the Company shall not include such Excluded Registrable Securities in one or more such Registration Statements with the Registrable SecuritiesStatement.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained Except for (i) up to 1,000,000 Common Shares held by the parties (other than the Company) to the Registration Rights Agreement among the Company (as successor to Chardan China Acquisition Corp. III) and Li Zhang, Kxxxx Xxxxxxx, Jiangnan Hxxxx, Xxxxxxx Capital Partners and SUJG, Inc. and their permitted transferees and assigns under such agreement and (ii) up to 750,000 Common Shares issued or issuable upon exercise of the Unit Purchase Option issued by Chardan China Acquisition Corp. III to EarlyBirdCapital, Inc. and upon exercise of the warrants included in this Agreementthe Units issued or issuable upon exercise of such option (the "Other Registrable Securities"), shares the Company shall not include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, before any Registrable Securities may be excluded from a Registration Statement as a result of a limitation on the maximum number of Common Stock underlying warrants issued Shares permitted to be registered by the Placement Agent (as defined in Company on such Registration Statement by the Securities Purchase Agreement) contemporaneously with the issuance and sale staff of the SEC pursuant to Rule 415, the Company shall first exclude all Other Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more on such Registration Statements with the Registrable SecuritiesStatement.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable SecuritiesSecurities in compliance with Section 9 hereof, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock Applicable Security included in a Registration Statement and which remain remains allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained Except as set forth in this AgreementSection 2(c), shares the Company shall not include any securities other than Registrable Securities without the prior written consent of Common Stock underlying warrants issued to the Placement Required Holders. Nothing in the Transaction Documents shall prevent the inclusion of the Agent Shares (as defined in the Securities Purchase Agreement) contemporaneously with in an Additional Registration Statement; provided that the issuance and sale Company will not include the Agent Shares on any Additional Registration Statement filed if inclusion of the Agent Shares would cause the number of Securities registered on such Additional Registration Statement to exceed 33% of the Company’s issued and outstanding share capital not held by affiliates. Notwithstanding anything herein to the contrary, no Agent Shares may be included on any Registration Statement if after the effective date of such Registration Statement, all Registrable Securities (the “Placement Agent Securities”) may also shall not be allocated pro rata among the Registrable Securities, and included in registered thereunder or pursuant to one or more previously effective Registration Statements with the Registrable SecuritiesStatements.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be). Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained Without the prior written consent of Buyers holding at least 75% of the Registrable Securities and LBI Group Inc and its affiliates ("Lehman") for so long as Lehman holds not less than $10 million in this Agreement, prixxxxxx amount of Convertxxxx Xebentures (or shares of Common Stock underlying warrants issued attributable to conversion of such Convertible Debentures), the Company shall not (i) include on any Registration Statement required to be filed pursuant to Section 2(a) any securities other than (A) Registrable Securities and (B) securities held by Oppenheimer Capital Fund ("Oppenheimer") and subject to the Placement Agent Registratxxx Xxxxxx Agreement dated Xxxxxx 00, 2001 between the Company and Oppenheimer, or (as defined in the Securities Purchase Agreementii) contemporaneously file any registration statement with the issuance and sale of SEC (otxxx xxxx x registration statement on Form S-8 or Form S-4 or any successor form to such forms or a registration statement required under the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included registration rights agreement entered into in one or more Registration Statements connection with the Registrable SecuritiesCompany's Senior Notes issued on or about the Closing Date) prior to the date on which the Registration Statement required to be filed pursuant to Section 2(a) is declared to be effective.

Allocation of Registrable Securities. The initial number of Initial Registrable Securities included in any the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and any each increase in the number of Initial Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of such Initial Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Initial Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Initial Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and which remain allocated to any Person which that ceases to hold any Initial Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which that are covered by such Registration Statement. Notwithstanding anything contained in this AgreementFor purposes hereof, shares the number of Common Stock underlying warrants issued Initial Registrable Securities held by an Investor includes all Conversion Shares then issuable upon the conversion of any amounts outstanding under Notes held by such Investor pursuant to the Placement Agent (as defined terms thereof, without regard to any limitations on conversion contained therein. In no event shall the Company include any securities other than Registrable Securities in any Registration Statement filed pursuant to this Section 2 without the Securities Purchase Agreement) contemporaneously with the issuance and sale prior written consent of the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more Registration Statements with the Registrable SecuritiesRequired Holders.

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders except for the securities required to be registered by the Company pursuant to the Coty Registration Rights Agreement (as defined in the Securities Purchase Agreement) (such additional securities required to be registered pursuant to the Coty Registration Rights Agreement, the “Other Registrable Securities”, and the registered holders of such Other Registrable Securities, the “Other Investors”). The initial number of Registrable Securities and Other Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities or Other Registrable Securities included therein shall first be allocated among the Other Investors and the Noteholders (x) with the Other Investors being entitled to the Other Investor Percentage of such number of Registrable Securities and Other Registrable Securities and (y) with the Noteholders dividing the remainder of such number of Registrable Securities and Other Registrable Securities pro rata among the Investors based on the number of Note Registrable Securities held by each Investor Noteholder at the time such the Registration Statement covering such initial number of Registrable Securities and Other Registrable Securities or increase thereof is declared effective by the SEC, and any of such number of Registrable Securities and Other Registrable Securities included in such Registration Statement and any increase in such number of Registrable Securities or Other Registrable Securities included therein that remains after all of the Note Registrable Securities are covered by such Registration Statement shall then be allocated pro rata among the Investors and the Other Investors based on the number of Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities held by each Investor and Other Investor at the time such Registration Statement is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities or Other Registrable Securities covered by such Registration Statement shall first be allocated to the remaining Noteholders, pro rata based on the number of Note Registrable Securities then held by such Noteholders which are covered by such Registration Statement, and any such shares of Common Stock to be reallocated that remain after all of the Note Registrable Securities are covered by such Registration Statement shall then be allocated to the remaining Investors and Other Investors, pro rata based on the number of Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities then held by such Investors and Other Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, If the SEC requires that the Company register less than the amount of shares of Common Stock underlying warrants issued to originally included on any Registration Statement at the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of time it was filed, first the Registrable Securities (the “Placement Agent other than Note Registrable Securities”) may also on such registration statement and any other securities allowed to be allocated registered on such Registration Statement (in accordance with this paragraph) shall be decreased on a pro rata among the Registrable Securitiesbasis, and included in one or more Registration Statements with then if any additional shares of Common Stock need to be decreased, the Note Registrable SecuritiesSecurities shall be decreased on a pro rata basis.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; except that the shares of Common Stock underlying warrants issued to the Placement Agent Xxxxxxxxxx Warrants (as defined in the Securities Purchase AgreementSection 30(u) contemporaneously with the issuance and sale of the Notes) and the shares of Common Stock underlying the Existing Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more Registration Statements Statements, provided that all of the remaining Conversion Shares issued or issuable upon conversion of all of the Notes and all of the remaining Warrant Shares issued or issuable upon exercise of all of the Warrants are included in the same Registration Statement or have previously been included in one or more Registration Statements. Subject to the previous sentence, the Investors party to the Amended and Restated Registration Rights Agreement and/or the 2007 Registration Rights Agreement hereby consent to the inclusion of the Registrable Securities on the same Registration Statement with the Existing Registrable Securities.

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities and Unit Offering Shares on any Registration Statement without the prior written consent of the Required Holders. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of such Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. For purposes hereof, the number of Registrable Securities held by an Investor includes all Registrable Securities issuable upon the exercise of Warrants held by such Investor, without regard to any limitations on exercise of the Warrants. Notwithstanding anything contained in this Agreement, shares of Common Stock underlying warrants issued to the Placement Agent (as defined contrary contained herein, any reduction in the Securities Purchase Agreement) contemporaneously with the issuance and sale number of the Registrable Securities (and Unit Offering Shares that would otherwise be included in a Registration Statement as a result of a limitation imposed by the “Placement Agent Securities”) may also SEC pursuant to Rule 415 shall be allocated pro rata among the Investors and the holders of the Unit Offering Shares based upon the number of Registrable Securities, and included in one Securities or more Unit Offer Shares held by each such Investor or holder at the time the Registration Statements with the Registrable SecuritiesStatement is deemed effective.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders, other than to register securities issued or issuable in this Agreement, shares of Common Stock underlying warrants issued to the Placement Agent connection with (as defined in the i) that certain Securities Purchase Agreement) contemporaneously with , dated May 15, 2018, as subsequently amended, by and between the issuance Company and sale of each purchaser identified on the Registrable Securities signature page thereto (the “Placement Agent SecuritiesPalladium SPA”), (ii) that certain Securities Purchase Agreement, dated July 8, 2019, by and between the Company and Cxxx.xxx, Inc. (the “Calm SPA”) may also be allocated pro rata among and (iii) that certain reload offer letter, dated as of July 8, 2019 (the Registrable Securities, and included in one or more Registration Statements with the Registrable Securities“Reload Offer Letter”).

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this AgreementIn no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders, except that: (i) up to 455,100 shares of Common Stock underlying warrants issued to the Placement Agent Xxxxxxxxxx Warrants (as defined in Section 30(u) of the Securities Purchase Agreement) contemporaneously with may be included in any Registration Statement, and (ii) to the issuance and sale of extent permitted by applicable securities law, whether pursuant to Rule 429 under the 1933 Act or any similar provision, from time to time after the Effective Date the Company may consolidate or combine the Registrable Securities and/or the Registration Statement with that certain registration statement on Form SB-2 (File No. 333-131184) that has been declared effective by the “Placement Agent Securities”) may also be allocated pro rata among the Registrable SecuritiesSEC on June 16, and included in one or more Registration Statements with the Registrable Securities2006.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, shares In no event shall the Company include on any Registration Statement without the prior written consent of Common Stock underlying warrants issued to the Placement Agent Required Holders any securities other than (i) the Registrable Securities and (ii) the Registrable Securities (as defined in that certain Registration Rights Agreement dated as of February 12, 2014 by and among MabVax Therapeutics, Inc. and the Securities Purchase Agreement) contemporaneously with investors listed on the issuance signature pages attached thereto (as the same is assigned to, and sale assumed by, the Company pursuant to that certain Agreement and Plan of Merger dated as of the Registrable Securities (date hereof by and among Mabvax Therapeutics, Inc., a Delaware corporation, Tacoma Acquisition Corp., a Delaware Corporation and the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more Registration Statements with the Registrable SecuritiesCompany)).

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, shares of Common Stock underlying warrants issued to the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of the The Company may include securities other than Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the "Other Registrable Securities") on a Registration Statement only if, and included in one to the extent the number of securities to be registered on such Registration Statement is to be cut back (either as required by the staff of the SEC pursuant to Rule 415 or more otherwise), all of the Other Registrable Securities are excluded from such Registration Statements with the Statement before any Registrable SecuritiesSecurities are excluded.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable SecuritiesSecurities in a transaction in which such Investor's rights hereunder with respect to such Registrable Securities are assigned to such transferee in accordance with Section 9 hereof, each such transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders. In the event that the SEC causes the Company to limit the number of shares of Common Stock underlying warrants issued to the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with Initial Registration Statement, then the issuance Agent Warrant Shares and sale of the Retainer Warrant Shares shall not be included on such Initial Registration Statement and shall only be included on the final Additional Registration Statements filed hereunder on or after all the other Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more hereunder have been registered on a Registration Statements with the Registrable SecuritiesStatement.

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders except for the securities required to be registered by the Company pursuant to the Coty Registration Rights Agreement (as defined in the Securities Purchase Agreement) (such additional securities required to be registered pursuant to the Coty Registration Rights Agreement, the “Other Registrable Securities”, and the registered holders of such Other Registrable Securities, the “Other Investors”). The initial number of Registrable Securities and Other Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities or Other Registrable Securities included therein shall first be allocated among the Other Investors and the Noteholders (x) with the Other Investors being entitled to the Other Investor Percentage of such number of Registrable Securities and Other Registrable Securities and (y) with the Noteholders dividing the remainder of such number of Registrable Securities and Other Registrable Securities pro rata among the Investors based on the number of Note Registrable Securities held by each Investor Noteholder at the time such the Registration Statement covering such initial number of Registrable Securities and Other Registrable Securities or increase thereof is declared effective by the SEC, and any of such number of Registrable Securities and Other Registrable Securities included in such Registration Statement and any increase in such number of Registrable Securities or Other Registrable Securities included therein that remains after all of the Note Registrable Securities are covered by such Registration Statement shall then be allocated pro rata among the Investors and the Other Investors based on the number of Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities held by each Investor and Other Investor at the time such Registration Statement is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities or Other Registrable Securities covered by such Registration Statement shall first be allocated to the remaining Noteholders, pro rata based on the number of Note Registrable Securities then held by such Noteholders which are covered by such Registration Statement, and any such shares of Common Stock to be reallocated that remain after all of the Note Registrable Securities are covered by such Registration Statement shall then be allocated to the remaining Investors and Other Investors, pro rata based on the number of Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities then held by such Investors and Other Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, If the SEC requires that the Company register less than the amount of shares of Common Stock underlying warrants issued to originally included on any Registration Statement at the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of time it was filed, first the Registrable Securities (other than Note Registrable Securities) on such registration statement and any other securities allowed to be registered on such Registration Statement (in accordance with this paragraph) shall be decreased on a pro rata basis, and then if any additional shares of Common Stock need to be decreased, the Note Registrable Securities shall be decreased on a pro rata basis. Notwithstanding anything in this Section 2.2 to the contrary, if an Investor submits a written notice to the Company electing not to have all or any part of such Investor’s Registrable Securities included in a Registration Statement filed or required to be filed pursuant to this Section 2.2 (such Registrable Securities not to be included in such Registration Statement, the “Placement Agent Excluded Registrable Securities”) may also be allocated pro rata among ), the Company shall not include such Excluded Registrable Securities, and included Securities in one or more such Registration Statements with the Registrable SecuritiesStatement.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; except that the shares of Common Stock underlying warrants the Warrants previously issued to Mxxxxxxxxx & Co., LLC, as placement agent and the Placement Agent (as defined in shares of Common Stock underlying the Securities Purchase Agreement) contemporaneously with the issuance and sale of the Existing Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more Registration Statements Statements, provided that all of the remaining Conversion Shares issued or issuable upon conversion of all of the Notes and all of the remaining Warrant Shares issued or issuable upon exercise of all of the Warrants are included in the same Registration Statement or have previously been included in one or more Registration Statements. Subject to the previous sentence, the Investors party to the Amended and Restated Registration Rights Agreement, the 2007 Registration Rights Agreement and/or the 2008 Registration Rights Agreement hereby consent to the inclusion of the Registrable Securities on the same Registration Statement with the Existing Registrable Securities.